Exhibit 2.1 AGREEMENT AND PLAN OF MERGER DATED
AS OF NOVEMBER 16, 2004 BY AND AMONG WILSON BANK HOLDING COMPANY,
WILSON BANK AND TRUST AND COMMUNITY BANK OF SMITH COUNTY TABLE OF
CONTENTS
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ARTICLE 1 THE
MERGER...........................................................................
1 1.1 The
Merger..............................................................................
1 1.2 The
Closing.............................................................................
1 1.3 Effective
Time..........................................................................
1 ARTICLE 2 CHARTER, BYLAWS, AND OFFICERS AND DIRECTORS OF THE
SURVIVING CORPORATION............. 2 2.1 Charter and
Bylaws......................................................................
2 2.2 Directors and Executive Officers of the Surviving
Corporation........................... 2 2.3 CBSC Board and
Branches.................................................................
2 ARTICLE 3 CONVERSION OF CBSC
STOCK.............................................................
2 3.1 Conversion of CBSC Common Stock in the
Merger........................................... 2 3.2 Surrender
and Exchange of
Shares........................................................ 2
3.3 Dividends; Transfer Taxes; Withholdings;
Escheat........................................ 3 3.4 No Fractional
Securities................................................................
4 3.5 No Further Rights; Closing of CBSC Transfer
Books....................................... 4 3.6 Dissenting
Shares.......................................................................
4 ARTICLE 4 REPRESENTATIONS AND WARRANTIES BY
CBSC............................................... 5 4.1
Organization, Good Standing and
Qualification........................................... 5 4.2
Authorization...........................................................................
5 4.3 Valid and Binding
Agreement.............................................................
5 4.4 No
Violation............................................................................
5 4.5
Capitalization..........................................................................
5 4.6 Title to Properties;
Encumbrances.......................................................
5 4.7 No Undisclosed
Liability................................................................
5 4.8 Compliance with Applicable
Law.......................................................... 6 4.9
Litigation..............................................................................
6 4.10 Contracts and
Commitments..............................................................
6 4.11 Brokerage
Fees.........................................................................
6 4.12 Corporate
Records......................................................................
6 4.13 Full
Disclosure........................................................................
7 ARTICLE 5 REPRESENTATIONS AND WARRANTIES BY PARENT AND THE
BANK................................ 7 5.1 Organization and Good
Standing..........................................................
7 5.2
Authorization...........................................................................
7 5.3 Valid and Binding
Agreement.............................................................
7 5.4 No
Violation............................................................................
7 5.5 Brokerage
Fees..........................................................................
7 5.6 Parent Common
Stock.....................................................................
7 5.7
Capitalization..........................................................................
8 5.8 Financial Reports and Securities
Documents.............................................. 8 5.9 Full
Disclosure.........................................................................
8
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ARTICLE 6 COVENANTS AND AGREEMENTS OF
CBSC..................................................... 9 6.1
Conduct of Business Pending the
Closing................................................. 9 6.2
Access; Further
Assurances..............................................................
10 6.3
Schedules...............................................................................
10 6.4 Regulatory
Filings......................................................................
10 6.5 Consents and
Approvals..................................................................
11 ARTICLE 7 COVENANTS AND AGREEMENTS OF PARENT AND THE
BANK...................................... 11 7.1 Further
Assurances......................................................................
11 ARTICLE 8 CONDITIONS TO PARENT'S AND THE BANK'S
OBLIGATIONS.................................... 11 8.1
Representations and
Warranties..........................................................
11 8.2 Performance by the
CBSC.................................................................
11 8.3 Officer's
Certificate...................................................................
11 8.4 Shareholder
Approval....................................................................
11 8.5 Regulatory
Approvals....................................................................
11 8.6 No
Injunction...........................................................................
12 8.7 Consents and
Approvals..................................................................
12 8.8
Litigation..............................................................................
12 8.9 No Material Adverse Change; Due Diligence
Review........................................ 12 8.10 Fairness
Opinion.......................................................................
12 ARTICLE 9 CONDITIONS TO THE CBSC'S
OBLIGATIONS................................................. 12 9.1
Representations and
Warranties..........................................................
12 9.2
Performance.............................................................................
12 9.3 Officer's
Certificate...................................................................
12 9.4 No
Injunction...........................................................................
13 9.5 Adjustments to Book
Value...............................................................
13 9.6 Fairness
Opinion........................................................................
13 ARTICLE 10 TERMINATION OF
AGREEMENT............................................................
13 ARTICLE 11
MISCELLANEOUS.......................................................................
14 11.1
Survival...............................................................................
14 11.2
Expenses...............................................................................
14 11.3 Assignability; Parties in
Interest..................................................... 14
11.4 Entire Agreement;
Amendments...........................................................
14 11.5
Headings...............................................................................
15 11.6
Severability...........................................................................
15 11.7
Notices................................................................................
15 11.8 Governing
Law..........................................................................
15 11.9
Counterparts...........................................................................
15 EXHIBIT A
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ii AGREEMENT AND PLAN OF MERGER THIS AGREEMENT
AND PLAN OF MERGER ("Agreement") made this 16th day of November,
2004 by and among WILSON BANK HOLDING COMPANY, a Tennessee
corporation ("Parent"), WILSON BANK AND TRUST, a state chartered
bank incorporated under the laws of the State of Tennessee (the
"Bank"), and COMMUNITY BANK OF SMITH COUNTY, a state chartered bank
incorporated under the laws of the State of Tennessee ("CBSC").
WHEREAS, the Boards of Directors of Parent, the Bank and CBSC each
have determined that a business combination between Parent, the
Bank, and CBSC is in the best interests of their respective
companies and shareholders and presents an opportunity for their
respective companies to achieve long-term strategic and financial
benefits, and accordingly have agreed to effect the merger provided
for herein upon the terms and subject to the conditions set forth
herein; NOW, THEREFORE, in consideration of the foregoing, and of
the representations, warranties, covenants, and agreements
contained herein, the parties hereto hereby agree as follows:
ARTICLE 1 THE MERGER 1.1 THE MERGER. Subject to the terms and
conditions of this Agreement, at the Effective Time, CBSC shall be
merged with and into the Bank in accordance with the applicable
provisions of the Tennessee Business Corporation Act (the "TBCA")
(the "Merger"), the separate corporate existence of CBSC shall
cease and the Bank shall survive and continue to exist as a
corporation incorporated under the TBCA and as a wholly owned
subsidiary of Parent (the Bank, as the surviving corporation in the
Merger, sometimes being referred to herein as the "Surviving
Corporation"). The Merger shall be consummated pursuant to the
terms of this Agreement, which has been approved and adopted by the
respective Boards of Directors of Parent, the Bank and CBSC. 1.2
THE CLOSING. Subject to the terms and conditions of this Agreement,
the closing of the Merger (the "Closing") shall take place at the
offices Bass, Berry & Sims PLC, 315 Deaderick Street, Suite
2700, Nashville, TN 37238, at 10:00 a.m., local time, on March 31,
2005 or, if later, the first business day immediately following the
day on which the last to be fulfilled or waived of the conditions
set forth in Articles 8 and 9 shall be fulfilled or waived in
accordance herewith or at such other time, date, or place as Parent
and CBSC may agree. The date on which the Closing occurs is
hereinafter referred to as the "Closing Date." 1.3 EFFECTIVE TIME.
If all the conditions to the Merger set forth in Articles 8 and 9
shall have been fulfilled or waived in accordance herewith and this
Agreement shall not have been terminated as provided in Article 10,
the parties hereto shall cause Articles of Merger, in substantially
the form attached hereto as Exhibit A, to be properly executed and
filed in accordance with the applicable provisions of the TBCA on
the Closing Date. The Merger shall become effective upon the filing
of the Articles of Merger with the Secretary of State of the State
of Tennessee, or at such later time that the parties hereto shall
have agreed upon and designated in such filings as the effective
time of the Merger (the "Effective Time"). 1 ARTICLE 2 CHARTER,
BYLAWS, AND OFFICERS AND DIRECTORS OF THE SURVIVING CORPORATION 2.1
CHARTER AND BYLAWS. The Charter and Bylaws of the Surviving
Corporation immediately after the Merger shall be the Charter and
Bylaws of the Bank in effect immediately prior to the Merger. 2.2
DIRECTORS AND EXECUTIVE OFFICERS OF THE SURVIVING CORPORATION. The
directors and executive officers of the Surviving Corporation
immediately after the Merger shall be the directors and executive
officers of the Bank immediately prior to the Merger, each of whom
shall serve until such time as their successors shall be duly
elected and qualified. 2.3 CBSC BOARD AND BRANCHES. After the
Merger, the directors of CBSC shall become members of the CBSC
Community Board, shall meet monthly to provide advice regarding
CBSC operations to the Board of Directors of the Bank and shall be
compensated therefore in the same amount as previously compensated
as directors of CBSC. The branches of CBSC after the Merger shall
operate as "Community Bank of Smith County", an office of Wilson
Bank and Trust." ARTICLE 3 CONVERSION OF CBSC STOCK 3.1 CONVERSION
OF CBSC COMMON STOCK IN THE MERGER. At the Effective Time, by
virtue of the Merger and without any action on the part of any
holder of any capital stock of CBSC, each issued and outstanding
share of common stock of CBSC ("CBSC Common Stock") shall be
converted into and become a number of shares of Parent common stock
("Parent Common Stock"), equal to the quotient of the (i) book
value per share of the CBSC Common Stock at December 31, 2004
divided by (ii) the book value per share of the Parent Common
Stock, at December 31, 2004, as such book values may be adjusted by
Professional Bank Services, Inc. ("PBS") (the "Merger
Consideration"). No fractional shares shall be issued and in lieu
thereof, a cash payment shall be made pursuant to Section 3.4
hereof. 3.2 SURRENDER AND EXCHANGE OF SHARES. (a) The Bank shall
act as Exchange Agent hereunder (the "Exchange Agent"). Prior to
Effective Time, Parent shall deposit with or for the account of the
Exchange Agent stock certificates representing the number of shares
of Parent Common Stock issuable pursuant to Section 3.1 in exchange
for outstanding shares of CBSC Common Stock, which shares of Parent
Common Stock shall be deemed to have been issued at the Effective
Time and which certificates shall be returned to Parent if such
Effective Time does not occur. (b) As soon as practicable after the
Effective Time (but not later than the first business day after the
Effective Time), Parent shall cause the Exchange Agent to mail to
each holder of record of a certificate or certificates which
immediately prior to the Effective Time represented outstanding
shares of CBSC Common Stock (the "Certificates") that were
converted pursuant to Section 3.1 into the right to receive shares
of Parent Common Stock (i) a form of letter of transmittal
specifying that delivery shall be effected, and risk of loss and
title to the Certificates shall pass, only upon proper delivery of
the Certificates to the Exchange Agent and (ii) instructions for
use in surrendering such Certificates in exchange for certificates
representing shares of Parent Common Stock and any cash in lieu of
fractional shares of Parent Common Stock. Upon surrender of a
Certificate for cancellation to the Exchange Agent, together with
such letter of transmittal, duly 2 executed, and such other
documents as may be reasonably required by the Exchange Agent, the
holder of such Certificate shall be entitled to receive in exchange
therefor (x) a certificate representing that number of whole shares
of Parent Common Stock which such holder has the right to receive
pursuant to the provisions of this Article 3 and (y) cash in lieu
of any fractional shares of Parent Common Stock to which such
holder is entitled pursuant to Section 3.4, after giving effect to
any required tax withholdings, and the Certificate so surrendered
shall forthwith be canceled. In the event of a transfer of
ownership of CBSC Common Stock which is not registered in the
transfer records of the CBSC, a certificate representing the proper
number of shares of Parent Common Stock may be issued to a
transferee if the Certificate representing such CBSC Common Stock
is presented to the Exchange Agent, accompanied by all documents
required to evidence and effect such transfer, and by evidence that
any applicable stock transfer taxes have been paid. Until
surrendered as contemplated by this Section 3.2(b), each
Certificate shall be deemed at any time after the Effective Time to
represent only the right to receive upon such surrender a
certificate representing shares of Parent Common Stock and cash in
lieu of any fractional shares of Parent Common Stock as
contemplated by this Article 3. In no event will the holder of any
such surrendered Certificate be entitled to receive interest on any
cash to be received in lieu of fractional shares. (c) If any
Certificate shall have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming such
Certificate to be lost, stolen or destroyed and, if reasonably
required by Parent, the posting by such person of a bond, in such
reasonable and customary amount as Parent may direct, as indemnity
against any claim that may be made against it with respect to such
Certificate, the Exchange Agent will issue the corresponding
Certificate representing Parent Common Stock to which the person is
entitled to hereunder in exchange for such lost, stolen or
destroyed Certificate. 3.3 DIVIDENDS; TRANSFER TAXES; WITHHOLDINGS;
ESCHEAT. No dividends or distributions that are declared on shares
of Parent Common Stock after the Effective Time will be paid to
persons entitled to receive certificates representing shares of
Parent Common Stock until such persons surrender their
Certificates. Subject to applicable law, upon such surrender, there
shall be paid, to the person in whose name the certificates
representing such shares of Parent Common Stock shall be issued,
any dividends or distributions with respect to such shares of
Parent Common Stock which have a record date after the Effective
Time and shall have become payable between the Effective Time and
the time of such surrender. In no event shall the person entitled
to receive such dividends or distributions be entitled to receive
interest thereon. As soon as practicable following the date which
is six months after the Effective Time, the Exchange Agent shall
deliver to the Surviving Corporation all cash, certificates and
other documents in its possession relating to the transactions
described in this Agreement, and any holders of CBSC Common Stock
who have not theretofore complied with this Article 3 shall look
thereafter only to the Surviving Corporation for the shares of
Parent Common Stock, any dividends or distributions thereon, and
any cash in lieu of fractional shares thereof to which they are
entitled pursuant to this Article 3. Notwithstanding the foregoing,
neither the Exchange Agent nor any party hereto shall be liable to
a holder of CBSC Common Stock for any shares of Parent Common
Stock, any dividends or distributions thereon or any cash in lieu
of fractional shares thereof delivered to a public official
pursuant to applicable abandoned property, escheat or similar laws
upon the lapse of the applicable time periods provided for therein.
Parent or the Exchange Agent shall be entitled to deduct and
withhold from the consideration otherwise payable pursuant to this
Agreement to any holder of a Certificate such amounts as Parent or
the Exchange Agent are required to deduct and withhold under the
Code or any provision of state, local or foreign tax law with
respect to the making of such payment. To the extent that amounts
are so withheld by Parent or the Exchange Agent, such withheld
amounts shall be treated for all purposes of this Agreement as
having been paid to the holder of the Certificate in respect of
whom such deduction and withholding were made by Parent or the
Exchange Agent. 3 3.4 NO FRACTIONAL SECURITIES. No certificates or
scrip representing less than one whole share of Parent Common Stock
shall be issued pursuant to this Agreement. In lieu of any such
fractional share, each holder of record of CBSC Common Stock who
would otherwise have been entitled to such fractional shares of
Parent Common Stock shall be paid cash (without interest) in an
amount equal to the fractional share amount to which such holder
would be otherwise entitled multiplied by the closing sale price of
Parent's Common Stock on the date closest to, but not after, the
Closing Date. As soon as practicable after the determination of the
amount of cash to be paid to the holders of CBSC Common Stock in
lieu of any fractional share interests, the Exchange Agent shall
make available in accordance with this Agreement such amounts to
such holders. The fractional Parent Common Stock interests of each
such holder will be aggregated, and no such holder will receive
cash in an amount equal to or greater than the value of one whole
share of Parent Common Stock. 3.5 NO FURTHER RIGHTS; CLOSING OF
CBSC TRANSFER BOOKS. All shares of Parent Common Stock issued
pursuant to this Article 3 shall be deemed to have been issued and
paid in full satisfaction of all rights pertaining to the
corresponding shares of CBSC Common Stock, subject, however, to the
Surviving Corporation's obligation to pay any dividends or make any
other distributions with a record date prior to the Effective Time
which may have been declared or made by CBSC on such shares of CBSC
Common Stock in accordance with the terms of this Agreement or
prior to the date of this Agreement and which remain unpaid at the
Effective Time. At the Effective Time, the stock transfer books of
CBSC shall be closed and no transfer of shares of CBSC Common Stock
shall thereafter be made on such stock transfer books. If, after
the Effective Time, Certificates are presented to the Surviving
Corporation, they shall be canceled and exchanged as provided in
this Article 3; provided, however, if any Certificate has not been
surrendered prior to five years after the Effective Time (or
immediately prior to such earlier date on which Parent Common Stock
or any dividends or distributions with respect to Parent Common
Stock as contemplated by Section 3.5 in respect of such Certificate
would otherwise escheat to or become the property of any
Government), any such shares, cash, dividends or distributions in
respect of such Certificate shall, to the extent permitted by
applicable law, become the property of the Surviving Corporation,
free and clear of all claims or interest of any person previously
entitled thereto. 3.6 DISSENTING SHARES. Each outstanding share of
CBSC Common Stock the holder of which has perfected his right to
dissent under the Tennessee Business Corporation Act (the "TBCA")
and has not effectively withdrawn or lost such right as of the
Effective Time (the "Dissenting Shares") shall not be converted
into or represent a right to the Merger Consideration hereunder,
and the holder thereof shall be entitled only to such rights as are
granted by the TBCA. CBSC shall give Parent prompt notice upon
receipt by CBSC of any such written demands for payment of the fair
value of such shares of CBSC Common Stock and of withdrawals of
such demands and any other instruments provided pursuant to the
TBCA. If any holder of Dissenting Shares shall fail to perfect or
shall have effectively withdrawn or lost the right to dissent at or
prior to the Effective Time, the Dissenting Shares held by such
holder shall be converted into a right to receive the Merger
Consideration in accordance with the applicable provisions of this
Agreement. If any holder of Dissenting Shares shall have
effectively withdrawn or lost the right to dissent (through failure
to perfect or otherwise) after the Effective Time, the Dissenting
Shares held by such holder shall be converted on a share by share
basis into the Merger Consideration in accordance with the
applicable provisions of this Agreement as Parent or the Exchange
Agent shall determine. Any payments made in respect of Dissenting
Shares shall be made by the Surviving Corporation. 4 ARTICLE 4
REPRESENTATIONS AND WARRANTIES BY CBSC CBSC hereby represents and
warrant as follows: 4.1 ORGANIZATION, GOOD STANDING AND
QUALIFICATION. CBSC is a state chartered bank duly organized,
validly existing and in good standing under the laws of the State
of Tennessee. CBSC has full corporate power and authority to carry
on its business as now conducted and possesses all governmental and
other permits, licenses and other authorizations to own, lease or
operate its assets and properties as now owned, leased and operated
and to carry on its business as presently conducted, except where
failure to possess such permit, license or other authorization
could not reasonably be expected to have a material adverse effect
on the business, results of operations, prospects or financial
condition ("Material Adverse Effect") of CBSC. 4.2 AUTHORIZATION.
The Board of Directors of CBSC has taken all action required by
law, its respective Charter, Bylaws and otherwise to authorize the
execution and delivery by CBSC of this Agreement and the
consummation by CBSC of the transactions cont
