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Announcements: MEDIA CONTACT: Vicki Kessler 615-320-7532
SHAREHOLDERS APPROVE COMBINATION OF PINNACLE FINANCIAL PARTNERS and MID-AMERICA BANCSHARES, INC. Nashville, Tenn., Nov. 27, 2007 Shareholders of Pinnacle Financial Partners Inc. (Nasdaq/NGS: PNFP) and Mid-America Bancshares Inc. today voted overwhelmingly in favor of the proposed merger of Pinnacle and Mid-America, parent of Middle Tennessee's PrimeTrust Bank and Bank of the South. The transaction is expected to close on Nov. 30, 2007, making Pinnacle Tennessee's second-largest bank holding company with $3.7 billion in assets and 33 offices in attractive Middle Tennessee markets. Terms of the agreement call for each share of Mid-America to receive 0.4655 Pinnacle shares and $1.50 in cash which results in the transaction approximating 90 percent paid in PNFP shares and 10 percent paid in cash. "This is a significant milestone for all of us at Pinnacle," said Pinnacle President and CEO Terry Turner. "We believe all of our constituencies will benefit from this merger - associates, clients, communities and shareholders." Pinnacle anticipates PrimeTrust and Bank of the South will use the Pinnacle name by March 2008 when the operations of the three companies are combined. In the interim, clients should continue to bank with PrimeTrust or Bank of the South as they always have, using their existing checks, ATM/debit cards, payment coupons, etc. until the companies combine their operations. When the operations of the three institutions are combined, Pinnacle's existing clients will gain the convenience of another 13 locations, including offices in Dickson, Cheatham and Wilson counties, which are new to Pinnacle's footprint. PrimeTrust and Bank of the South clients will have available to them a wider array of services, including personal trust, investment and insurance. Pinnacle will also provide its sophisticated suite of Treasury Management services to business clients of PrimeTrust and Bank of the South. Pinnacle Financial Partners provides a full range of banking, investment and insurance products and services designed for small- to mid-sized businesses and their owners, real estate professionals and individuals interested in a comprehensive relationship with their financial institution. Comprehensive wealth management services, such as financial planning and trust, help clients increase, protect and distribute their assets. The firm also has a well-established expertise in commercial real estate. ### Pinnacle Financial Partners, Inc. ("Pinnacle Financial") may from time to time make written or oral statements, including statements contained in this release which may constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). The words "expect", "anticipate", "intend", "consider", "plan", "believe", "seek", "should", "estimate", and similar expressions are intended to identify such forward-looking statements, but other statements may constitute forward-looking statements. All forward-looking statements are subject to risks, uncertainties and other facts that may cause the actual results, performance or achievements of Pinnacle Financial to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, without limitation, (i) unanticipated deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses, (ii) the inability of Pinnacle Financial to continue to grow its loan portfolio at historic rates in the Nashville-Davidson-Murfreesboro-Franklin MSA or projected rates in the Knoxville MSA, (iii) increased competition with other financial institutions, (iv) lack of sustained growth in the economy in the Nashville-Davidson-Murfreesboro-Franklin MSA and the Knoxville MSA, (v) rapid fluctuations or unanticipated changes in interest rates, (vi) the inability of Pinnacle Financial to satisfy regulatory requirements for its expansion plans, (vii) the inability of Pinnacle Financial to execute its expansion plans and (viii) changes in the legislative and regulatory environment. Additionally, risk factors exist in connection with Pinnacle Financial's proposed merger with Mid-America Bancshares, Inc. ("Mid-America") including among others, (1) the risk that the cost savings and any revenue synergies from the merger may not be realized or take longer than anticipated, (2) disruption from the merger with customers, suppliers or employee relationships, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (4) the risk of successful integration of the two companies' businesses, (5) the failure of Mid-America's or Pinnacle Financial's shareholders to approve the merger, (6) the amount of the costs, fees, expenses and charges related to the merger, and (7) the ability to obtain required governmental approvals of the proposed terms of the merger and anticipated schedule. A more detailed description of these and other risks is contained in Pinnacle Financial's most recent annual report on Form 10-K and quarterly reports on Form 10-Q. Many of such factors are beyond Pinnacle Financial's ability to control or predict, and readers are cautioned not to put undue reliance on such forward-looking statements. Pinnacle Financial disclaims any obligation to update or revise any forward-looking statements contained in this release, whether as a result of new information, future events or otherwise.
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© 2008 Pinnacle Financial Partners. All Rights Reserved.
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