23-48-503. Merger of bank, bank holding company, or savings and loan association into state bank.

23-48-503. Merger of bank, bank holding company, or savings and loan association into state bank. (a)(1)(A) With the approval of the Bank Commissioner and the State Banking Board and after a public hearing as prescribed by the applicable law of this state, any bank, bank holding company, or savings and loan association, including an out-of-state bank, bank holding company, or savings and loan association, may be merged with a state bank creating one (1) or more resulting banks. (B) However, if any national bank, out-of-state bank, bank holding company, or savings and loan association is involved in the merger under subdivision (a)(1)(A) of this section, there shall be compliance with the requirements of the state or federal laws applicable to the national bank, out-of-state bank, bank holding company, or savings and loan association. (2)(A) A plan of merger involving a state bank shall provide: (i) The name of each party to the merger; (ii) The name of each entity that will result from the merger; and (iii) The terms and conditions of the merger. (B) If more than one (1) bank, out-of-state bank, or savings and loan association will result or be created by the terms of the plan of merger, the terms and conditions of the merger shall include: (i) The manner and basis of allocating and vesting the assets from the merger among one (1) or more of the parties; (ii) The name of the party that will be obligated to pay the fair value of any shares of stock of a bank that is a party to the merger that are held by a shareholder that has complied with the requirements of § 23-48-506 for the recovery of the fair value of the shareholder's shares; and (iii) Either of the following: (a) The manner and basis of allocating the liabilities and obligations of each bank, out-of-state bank, bank holding company, or savings and loan association that is a party to the merger among one (1) or more of the parties; or (b) Adequate provision for the payment and discharge of the liabilities and obligations of each bank, out-of-state bank, bank holding company, or savings and loan association that is a party to the merger among one (1) or more of the parties. (3) A bank, including an out-of-state bank, a bank holding company, or a savings and loan association may merge into a state bank if none of the Arkansas banks that are parties to the merger have a de novo charter. (4)(A) The applicant shall file an application with the commissioner containing the information that the commissioner requires. (B) If an out-of-state bank is a party to the merger, all applicable provisions of § 23-48-901 et seq. and the applicable law of the home state of the merging bank shall be satisfied. (5)(A) Unless otherwise provided for by the charter or governing law of any out-of-state bank, bank holding company, or savings and loan association, the assenting vote of a simple majority of each class of voting stock of the merging banks, bank holding companies, or savings and loan associations and the resulting bank shall be required for the merger. (B) However, a vote of the shareholders of the resulting bank shall not be required if the number of shares to be issued in connection with the merger does not exceed twenty percent (20%) of the outstanding shares of the resulting bank before the merger. (b) The commissioner shall provide the board with the results of the investigation of the application. (c) The commissioner shall approve the application if at the hearing both the commissioner and the board find that: (1) The proposed merger provides adequate capital structure; (2) The terms of the merger agreement are fair; (3) The merger is not contrary to the public interest; (4) The proposed merger adequately provides for dissenters' rights; and (5) The requirements of all applicable state and federal laws have been complied with.