您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。[美股招股说明书]:第一社区(南卡州)美股招股说明书(2025-09-24版) - 发现报告

第一社区(南卡州)美股招股说明书(2025-09-24版)

2025-09-24美股招股说明书冷***
第一社区(南卡州)美股招股说明书(2025-09-24版)

To the Shareholders of First Community Corporation and Signature Bank of Georgia: On July 13, 2025, First Community Corporation, which we refer to as First Community, First Community Bank, and Signature Bank of Georgia, whichwe refer to as Signature Bank, entered into an Agreement and Plan of Merger, which we refer to as the merger agreement, which provides that, subject tothe terms and conditions set forth in the merger agreement, Signature Bank will merge with and into First Community Bank, with First CommunityBank continuing as the surviving bank following the merger. If the merger is completed, each outstanding share of Signature Bank common stock (except for shares owned by First Community or its subsidiariesand Signature Bank or its subsidiaries, in each case, other than shares held in a fiduciary or agency capacity or as a result of debts previously contracted,and shares held by Signature Bank shareholders who properly exercise dissenters’ rights) will be converted into the right to receive 0.6410 shares ofFirst Community common stock, which together with cash in lieu of any fractional shares we refer to as the “merger consideration.” Although SignatureBank shareholders will receive a fixed number of shares of First Community common stock, the market value of the merger consideration will fluctuatewith the market price of First Community common stock and will not be known at the time the shareholders of First Community or Signature Bank voteon the approval of the merger agreement. First Community common stock is listed on The Nasdaq Stock Market, or Nasdaq, under the symbol “FCCO.” Signature Bank stock is quoted on TheOTCID Basic Marketunder the trading symbol “SGBG.” The closing price of First Community common stock on Nasdaq on July 11, 2025, the last day that there were trades in First Community common stockbefore the official public announcement of the merger, was $24.84 per share. The closing price of Signature Bank common stock on The OTCID BasicMarketon July 11, 2025, the last day that there were trades in Signature Bank common stock before the public announcement of the merger, was $15.20per share. The closing price of First Community common stock on Nasdaq on September 19, 2025, the last practicable trading day before the date of thisjoint proxy statement/prospectus, was $29.14 per share. The closing price of Signature Bank common stock on The OTCID Basic Marketon September10, 2025, the last practicable trading day on which shares of Signature Bank common stock were actively traded before the date of this joint proxystatement/prospectus, was $17.30 pershare. The implied value of the merger consideration payable for each share of Signature Bank common stock onJuly 11, 2025 and September 19, 2025 is approximately $15.92 and $18.68, respectively. The value of the First Community common stock at the time ofcompletion of the merger could be greater than, less than or the same as the value of First Community common stock on the date of the accompanyingjoint proxy statement/prospectus or the dates of the respective shareholder meetings of First Community or Signature Bank.Weurge you to obtaincurrent market quotations for both First Community common stock and Signature Bank common stock. Based on the number of shares of Signature Bank stock outstanding as of August 31, 2025, the total maximum number of shares of First Communitycommon stock expected to be issued in connection with the merger is approximately 1,733,434. In addition, based on the exchange ratio of 0.6410, it isexpected that First Community shareholders will hold approximately 82% and Signature Bank shareholders will hold approximately 18% of the issuedand outstanding shares of First Community common stock immediately following the closing of the merger. First Community will hold a special meeting of its shareholders, which we refer to as the First Community special meeting, on November 19, 2025 at11:00 a.m., local time, at First Community Bank, Administrative Building, 2nd Floor, 5455Sunset Blvd., Lexington, South Carolina 29072. At the FirstCommunity special meeting, shareholders will be asked to vote on a proposal to approve the merger agreement and the transactions contemplated by themerger agreement, including the issuance of shares of First Community common stock in the merger, which is also being submitted for approvalpursuant to applicable Nasdaq listing rules, which we refer to as the First Community merger proposal. First Community shareholders may attend thespecial meeting in person and vote their shares at the meeting by following the instructions in the accompanying proxy materials. Signature Bank will hold a special meeting of its shareholders, which we refer to as the Signature Bank special meeting, on November 19, 2025 at 2:00p.m., local time, at 6065 Roswell Road, Suite 110, Sandy Springs, Georgia, 30328. At the Signature Bank special meeting, shareholders will be asked tovote on a proposal to approve the merger