Seacoast Banking acquires Heartland Bancshares for $147.10/share or 4.9164 SBCF shares; 50% cash/stock

SEACOAST BANKING CORP OF FLORIDA

Heartland shareholders elect cash ($147.10), stock (4.9164 SBCF shares), or 50-50 mix; final mix 50% cash/50% stock.
Price protection collar: if SBCF avg closing price $25.43-$34.41, exchange ratio fixed; above $34.42 or below $25.43 adjusts.
Termination fee of $4.5M payable by Heartland under certain circumstances (e.g., board withdrawal of recommendation).
Transaction subject to regulatory approvals, Heartland shareholder vote, and effectiveness of S-4 registration statement.
Heartland equity awards cashed out for difference between $147.10 and strike price.

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