Ameris Bancorp to Acquire The Prosperity Banking Company

           Ameris Bancorp to Acquire The Prosperity Banking Company

PR Newswire

MOULTRIE, Ga., May 2, 2013

MOULTRIE, Ga., May 2, 2013 /PRNewswire/ -- AMERIS BANCORP (NASDAQ-GS: ABCB),
the parent company of Ameris Bank, announced today the signing of a definitive
merger agreement under which Ameris will acquire The Prosperity Banking
Company, the parent company of Prosperity Bank. Upon completion of the
holding company merger, Prosperity Bank will be merged with and into Ameris
Bank. The acquisition further expands Ameris's existing Southeastern
footprint in several attractive Florida markets.

(Logo: http://photos.prnewswire.com/prnh/20051117/CLTH039LOGO )

Upon completion of the acquisition, the combined company will have
approximately $3.6 billion in assets, $2.5 billion in loans and $3.0 billion
in deposits, with a branch network of 69 banking locations across four
states.

"We are pleased to announce our merger with Prosperity and the meaningful
expansion of our Florida franchise. We have admired Prosperity's operating
style, attention to customer service and retail banking success for several
years, knowing that their approach closely mirrored ours," said Edwin W.
Hortman, Jr., President and CEO of Ameris. He continued, "The low-cost, core
deposit franchise that Prosperity has built is impressive, and we look forward
to continuing to serve Prosperity's customers and communities."

Prosperity currently operates 12 banking locations, with the majority of the
franchise concentrated in northeast Florida. As of December 31, 2012,
Prosperity reported assets of $742 million, loans of $464 million and deposits
of $478 million.

"Prosperity is excited to partner with such a strong community bank that
shares the same commitment to people and the local community," said Eddie
Creamer, Prosperity's President and COO. "We've admired Ameris for several
years, as they are one of the leading community banks in the Southeast. This
partnership is good for our customers and our communities."

Under the terms of the merger agreement, Prosperity shareholders will have the
option to elect to receive either 3.125 shares of Ameris common stock or
$41.50 in cash for each share of Prosperity common stock, subject to
therequirement that no more than 50% of the overall consideration will be in
the form of cash.Assuming 100% stock consideration, the transaction would be
valued at approximately $15.7 million, based on Ameris's closing stock price
of $13.32 on May 1, 2013 and Prosperity's common shares outstanding of 377,960
as of December 31, 2012.

The merger agreement has been unanimously approved by the board of directors
of each company. The transaction is expected to close in the third quarter of
2013 and is subject to customary closing conditions, regulatory approvals and
approval by the shareholders of Prosperity.

Keefe, Bruyette & Woods, Inc.served as financial advisor andRogers & Hardin
LLPprovided legal counsel toAmeris Bancorp.

Allen C. Ewing & Co. provided a Fairness Opinion and Smith Mackinnon,
PAprovided legal counsel toProsperity Banking Company.

Conference Call Information

Ameris Bancorpwill host a conference call today at10:30 a.m. EDT. The
conference call can be accessed by dialing 1-888-317-6016 or 1-412-317-6016
for international participants and 1-855-669-9657 for Canada. The conference
ID name is Ameris Bank. A replay of the call will be available from2:00 p.m.
EDT onMay 2nduntil11:59 p.m.onMay 9th. To listen to the replay, dial
(877) 344-7529 or (412) 317-0088. The conference number is 10028650. The
conference call replay will also be available on the Investor Relations page
ofthe Ameris Bank website of www.amerisbank.com.

Ameris Bancorp

Ameris Bancorp is headquartered in Moultrie, Georgia, and at the end of the
most recent quarter had 57 locations in Georgia, Alabama, northern Florida and
South Carolina.

Investor Relations

Contacts: Cara Horne                      Dennis J. Zember Jr.
            Investor Relations              Executive Vice President& CFO
            (866) 616-6020                    (229)
                                              890-1111
            Investor.Relations@amerisbank.com

A presentation with additional information regarding the transaction will be
available on the Investor Relations page ofwww.amerisbank.com.

Additional Information About the Merger

Shareholders of Prosperity and other investors are urged to read the proxy
statement/prospectus that will be included in the registration statement on
Form S-4 that Ameris will file with the Securities and Exchange Commission in
connection with the proposed merger.

Forward-Looking Statements

This news release contains statements that constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. The words "believe", "estimate", "expect", "intend", "anticipate" and
similar expressions and variations thereof identify certain of such
forward-looking statements, which speak only as of the dates which they were
made. Ameris Bancorp (the "Company") undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Readers are cautioned that any such
forward-looking statements are not guarantees of future performance and
involve risks and uncertainties and that actual results may differ materially
from those indicated in the forward-looking statements as a result of various
factors. Readers are cautioned not to place undue reliance on these
forward-looking statements and are referred to the Company's periodic filings
with the Securities and Exchange Commission for a summary of certain factors
that may impact the Company's results of operations and financial condition.

SOURCE Ameris Bancorp

Website: http://www.amerisbank.com
Contact: Dennis J. Zember Jr., Executive Vice President & CFO, (229) 890-1111
 
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