UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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FIDELITY SOUTHERN CORPORATION

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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(1)

Title of each class of securities to which transaction applies:
   

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(2)

Aggregate number of securities to which transaction applies:
   

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(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
   

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(4)

Proposed maximum aggregate value of transaction:
   

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(5)

Total fee paid:
   

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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(1)

Amount Previously Paid:
   

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(2)

Form, Schedule or Registration Statement No.:
   

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(3)

Filing Party:
   

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(4)

Date Filed:
   

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MERGER AND SHARE ISSUANCE PROPOSED — YOUR VOTE IS VERY IMPORTANT

To the Shareholders of Ameris Bancorp and the Shareholders of Fidelity Southern Corporation:

On December 17, 2018, Ameris Bancorp (which we refer to as “Ameris”) and Fidelity Southern Corporation (which we refer to as “Fidelity”) entered into an Agreement and Plan of Merger (which we refer to as the “merger agreement”). Under the merger agreement, Fidelity will merge with and into Ameris, with Ameris continuing as the surviving corporation (which we refer to as the “merger”). Immediately following the completion of the merger, Fidelity’s wholly owned subsidiary, Fidelity Bank, a Georgia state-chartered bank, will merge with and into Ameris’s wholly owned subsidiary, Ameris Bank, a Georgia state-charted bank (which we refer to as “Ameris Bank”), with Ameris Bank continuing as the surviving bank.

In the merger, each outstanding share of common stock, no par value per share, of Fidelity (which we refer to as the “Fidelity common stock”) held immediately prior to the effective time of the merger, except for shares of Fidelity common stock held by Fidelity as treasury stock or shares owned by Ameris or by any wholly owned subsidiary of Ameris or Fidelity (other than (i) shares held in trust accounts, managed accounts and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties and (ii) shares held, directly or indirectly, by Ameris, Fidelity or any wholly owned subsidiary of Ameris or Fidelity in respect of a debt previously contracted), will be converted into the right to receive 0.80 shares (which we refer to as the “exchange ratio”) of common stock, par value $1.00 per share, of Ameris (which we refer to as the “Ameris common stock”). The value of the merger consideration will depend on the market price of the Ameris common stock at the effective time of the merger.

Shares of Ameris common stock and Fidelity common stock are listed on the Nasdaq Global Select Market (which we refer to as the “Nasdaq”) under the symbols “ABCB” and “LION,” respectively. Based on the closing price per share of Ameris common stock on the Nasdaq on December 14, 2018, the last trading day before the public announcement of the merger, the exchange ratio represented approximately $27.22 in value for each share of Fidelity common stock. Based on the closing price per share of Ameris common stock on the Nasdaq on March 20, 2019, the latest practicable trading day before the date of this joint proxy statement/prospectus, the exchange ratio represented approximately $28.30 in value for each share of Fidelity common stock. We urge you to obtain current market quotations for both Ameris common stock and Fidelity common stock.

Based on the number of shares of Fidelity common stock outstanding as of March 20, 2019 and the exchange ratio of 0.80, the total number of shares of Ameris common stock expected to be issued in connection with the merger is approximately 22,077,018. In addition, based on the number of shares of Ameris common stock and Fidelity common stock outstanding, in each case as of March 20, 2019, and based on the exchange ratio of 0.80, it is expected that holders of Fidelity common stock as of immediately prior to the effective time of the merger will hold, in the aggregate, approximately 31.7% of the outstanding shares of Ameris common stock immediately following the merger.

Ameris will hold a special meeting of holders of Ameris common stock (which we refer to as “Ameris shareholders”) on May 6, 2019, at 11:00 a.m. Eastern Time, at Ameris’s offices located at 1301 Riverplace Boulevard, Suite 2600, Jacksonville, Florida 32207 (which we refer to as the “Ameris special meeting”). At the Ameris special meeting, the Ameris shareholders will be asked consider and vote on a proposal to approve the issuance of shares of Ameris common stock in connection with the transactions contemplated by the merger agreement (which we refer to as the “Ameris share issuance proposal”) and related matters.

Fidelity also will hold a special meeting of holders of Fidelity common stock (which we refer to as “Fidelity shareholders”) on May 6, 2019, at 11:00 a.m. Eastern Time, at Fidelity’s offices located at One Securities Centre, 3490 Piedmont Road NE, Suite 1550, Atlanta, Georgia 30305 (which we refer to as the “Fidelity special meeting”). At the Fidelity special meeting, the Fidelity shareholders will be asked to consider and vote on a proposal to approve the merger agreement and the transactions contemplated thereby (which we refer to as the “merger proposal”) and related matters.

The merger cannot be completed unless, among other things, a majority of the votes cast at the Ameris special meeting vote to approve the Ameris share issuance proposal and holders of at least 662∕3% of the outstanding shares of Fidelity common stock vote to approve the merger proposal. Ameris and Fidelity are sending you this joint proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this joint proxy statement/prospectus.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF AMERIS COMMON STOCK OR FIDELITY COMMON STOCK YOU OWN. To ensure your representation at the Ameris special meeting or Fidelity special meeting, as applicable, please complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope or submit your proxy by telephone or via the Internet by following the instructions in this joint proxy statement/prospectus and on your proxy card. Please vote promptly whether or not you expect to attend your special meeting. Submitting a proxy now will NOT prevent you from being able to vote in person at your special meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

The board of directors of Ameris (which we refer to as the “Ameris board of directors”) has unanimously: (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of Ameris and the Ameris shareholders; and (ii) adopted the merger agreement and approved the execution, delivery and performance by Ameris of the merger agreement and the consummation of the transactions contemplated thereby, including the merger and the issuance of shares of Ameris common stock in connection with the transactions contemplated by the merger agreement. The Ameris board of directors unanimously recommends that the Ameris shareholders vote “FOR” the Ameris share issuance proposal and “FOR” the other matters to be considered at the Ameris special meeting.

The board of directors of Fidelity (which we refer to as the “Fidelity board of directors”) has unanimously: (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of Fidelity and the Fidelity shareholders; and (ii) adopted the merger agreement and approved the execution, delivery and performance by Fidelity of the merger agreement and the consummation of the transactions contemplated thereby, including the merger. The Fidelity board of directors unanimously recommends that the Fidelity shareholders vote “FOR” the merger proposal and “FOR” the other matters to be considered at the Fidelity special meeting.

This joint proxy statement/prospectus provides you with detailed information about the merger agreement, the merger and related matters. It also contains or references information about Ameris and Fidelity. You are encouraged to read this joint proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 30 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you. You can also obtain information about Ameris and Fidelity from documents that have been filed with the Securities and Exchange Commission that are incorporated by reference into this joint proxy statement/prospectus.

Sincerely,

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger, the securities to be issued in the merger or the other transactions described in this joint proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or savings association, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this joint proxy statement/prospectus is March 25, 2019, and it is first being mailed or otherwise delivered to the Ameris shareholders and the Fidelity shareholders on or about March 28, 2019.

NOTICE OF THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 6, 2019

To the Shareholders of Ameris Bancorp:

Ameris Bancorp (which we refer to as “Ameris”) will hold a special meeting of holders of common stock of Ameris (which we refer to as “Ameris shareholders”) on May 6, 2019, at 11:00 a.m. Eastern Time, at Ameris’s offices located at 1301 Riverplace Boulevard, Suite 2600, Jacksonville, Florida 32207 (which we refer to as the “Ameris special meeting”), to consider and vote upon the following matters:

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a proposal to approve the issuance of shares of common stock, par value $1.00 per share, of Ameris (which we refer to as the “Ameris common stock”) in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of December 17, 2018, as may be amended from time to time (which we refer to as the “merger agreement”), by and between Ameris and Fidelity Southern Corporation (which we refer to as the “Ameris share issuance proposal”); and

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a proposal to adjourn the Ameris special meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of the Ameris share issuance proposal (which we refer to as the “Ameris adjournment proposal”).

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Assuming a quorum is present, approval of each of the Ameris share issuance proposal and the Ameris adjournment proposal requires the affirmative vote of a majority of the votes cast on such proposal at the Ameris special meeting. Ameris will transact no other business at the Ameris special meeting, except for business properly brought before the Ameris special meeting or any adjournment or postponement thereof.

Ameris shareholders must approve the Ameris share issuance proposal in order for the merger to occur. If Ameris shareholders fail to approve the Ameris share issuance proposal, the merger will not occur. The joint proxy statement/prospectus accompanying this notice explains the merger agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Ameris special meeting. Please review the joint proxy statement/prospectus carefully.

The board of directors of Ameris (which we refer to as the “Ameris board of directors”) has set March 14, 2019, as the record date for the Ameris special meeting. Only holders of record of Ameris common stock at the close of business on March 14, 2019, will be entitled to notice of and to vote at the Ameris special meeting and any adjournments or postponements thereof. Any shareholder entitled to attend and vote at the Ameris special meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. Such proxy need not be a holder of shares of Ameris common stock.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF AMERIS COMMON STOCK YOU OWN. Whether or not you plan to attend the Ameris special meeting, please complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope or submit your proxy by telephone or via the Internet by following the instructions in the joint proxy statement/prospectus accompanying this notice and on your proxy card. Please vote promptly whether or not you expect to attend the Ameris special meeting. Submitting a proxy now will NOT prevent you from being able to vote in person at the Ameris special meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

The Ameris board of directors has unanimously: (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of Ameris and the Ameris shareholders; and (ii) adopted the merger agreement and approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger and the issuance of shares of Ameris common stock in connection with the transactions contemplated by the merger agreement. The Ameris board of directors unanimously recommends that Ameris shareholders vote “FOR” the Ameris share issuance proposal and “FOR” the Ameris adjournment proposal (if necessary or appropriate).

If you have any questions or need assistance with voting, please contact Ameris’s proxy solicitor, Georgeson LLC, by calling toll-free at (866) 431-2096. If you plan to attend the Ameris special meeting, please bring valid photo identification. Ameris shareholders that hold their shares of Ameris common stock in “street name” are required to bring valid photo identification and proof of stock ownership in order to attend the Ameris special meeting, and a legal proxy, executed in such shareholder’s favor, from the record holder of such shareholder’s shares, such as a broker, bank or other nominee.

BY ORDER OF THE BOARD OF DIRECTORS,

Cindi H. Lewis
Corporate Secretary

NOTICE OF THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 6, 2019

To the Shareholders of Fidelity Southern Corporation:

Fidelity Southern Corporation (which we refer to as “Fidelity”) will hold a special meeting of holders of common stock of Fidelity (which we refer to as “Fidelity shareholders”) on May 6, 2019, at 11:00 a.m. Eastern Time, at Fidelity’s offices located at One Securities Centre, 3490 Piedmont Road NE, Suite 1550, Atlanta, Georgia 30305 (which we refer to as the “Fidelity special meeting”), to consider and vote upon the following matters:

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a proposal to approve the Agreement and Plan of Merger, dated as of December 17, 2018, as may be amended from time to time (which we refer to as the “merger agreement”), by and between Fidelity and Ameris Bancorp and the transactions contemplated thereby (which we refer to as the “merger proposal”);

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a proposal to approve, on a non-binding, advisory basis, the compensation to be paid to Fidelity’s named executive officers that is based on or otherwise relates to the merger, as discussed under “The Merger — Merger-related Compensation for Fidelity’s Named Executive Officers” beginning on page 94 in the accompanying joint proxy statement/prospectus (which we refer to as the “Fidelity compensation proposal”); and

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a proposal to adjourn the Fidelity special meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of the merger proposal (which we refer to as the “Fidelity adjournment proposal”).

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The affirmative vote of at least 662∕3% of the outstanding shares of Fidelity common stock entitled to vote thereon is required to approve the merger proposal. Assuming a quorum is present, approval of each of the Fidelity compensation proposal and the Fidelity adjournment proposal requires the affirmative vote of a majority of the votes cast on such proposal at the Fidelity special meeting. Fidelity will transact no other business at the special meeting, except for business properly brought before the Fidelity special meeting or any adjournment or postponement thereof.

Fidelity shareholders must approve the merger proposal in order for the merger to occur. The merger is not conditioned on approval of the Fidelity compensation proposal. The joint proxy statement/prospectus accompanying this notice explains the merger agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Fidelity special meeting. Please review the joint proxy statement/​prospectus carefully.

The board of directors of Fidelity (which we refer to as the “Fidelity board of directors”) has set March 14, 2019 as the record date for the Fidelity special meeting. Only holders of record of Fidelity common stock at the close of business on March 14, 2019 will be entitled to notice of and to vote at the Fidelity special meeting and any adjournments or postponements thereof. Any shareholder entitled to attend and vote at the Fidelity special meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. Such proxy need not be a holder of Fidelity common stock.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF FIDELITY COMMON STOCK YOU OWN. Whether or not you plan to attend the Fidelity special meeting, please complete, sign, date and return the enclosed proxy card in the enclosed postage-paid

envelope or submit your proxy by telephone or via the Internet by following the instructions in the joint proxy statement/prospectus accompanying this notice and on your proxy card. Please vote promptly whether or not you expect to attend the Fidelity special meeting. Submitting a proxy now will NOT prevent you from being able to vote in person at the Fidelity special meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

The Fidelity board of directors has unanimously: (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of Fidelity and the Fidelity shareholders; and (ii) adopted the merger agreement and approved the execution of the merger agreement and the consummation of the transactions contemplated thereby, including the merger. The Fidelity board of directors unanimously recommends that Fidelity shareholders vote “FOR” the merger proposal, “FOR” the Fidelity compensation proposal and “FOR” the Fidelity adjournment proposal (if necessary or appropriate).

If you have any questions or need assistance with voting, please contact Fidelity’s proxy solicitor, Innisfree M&A Incorporated, by calling toll-free at (888) 750-5834 or collect at (212) 750-5833.

If you plan to attend the Fidelity special meeting in person, please bring valid photo identification. Fidelity shareholders that hold their shares of Fidelity common stock in “street name” are required to bring valid photo identification and proof of stock ownership in order to attend the Fidelity special meeting, and a legal proxy, executed in such shareholder’s favor, from the record holder of such shareholder’s shares, such as a broker, bank or other nominee.

BY ORDER OF THE BOARD OF DIRECTORS,

Martha C. Fleming
Corporate Secretary

REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about Ameris and Fidelity from documents filed with the Securities and Exchange Commission (which we refer to as the “SEC”) that are not included in or delivered with this joint proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by Ameris and/or Fidelity at no cost from the SEC’s website at http://www.sec.gov. Ameris has filed a registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part. As permitted by SEC rules, this joint proxy statement/​prospectus does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may obtain a free copy of the registration statement, including any amendments, schedules and exhibits at the addresses set forth below. Statements contained in this joint proxy statement/prospectus as to the contents of any contract or other documents referred to in this joint proxy statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement. You may also request copies of these documents, including documents incorporated by reference into this joint proxy statement/prospectus, at no cost by contacting the appropriate company at the following address or telephone number:

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of your special meeting. This means that Ameris shareholders requesting documents must do so by April 29, 2019, in order to receive them before the Ameris special meeting, and Fidelity shareholders requesting documents must do so by April 29, 2019, in order to receive them before the Fidelity special meeting.

You should rely only on the information contained in, or incorporated by reference into, this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated March 25, 2019, and you should assume that the information in this joint proxy statement/prospectus is accurate only as of such date. You should assume that the information incorporated by reference into this joint proxy statement/prospectus is accurate as of the date of such information. Neither the mailing of this joint proxy statement/prospectus to Ameris shareholders or Fidelity shareholders, nor the issuance by Ameris of shares of Ameris common stock in connection with the merger, will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this joint proxy statement/prospectus regarding Ameris has been provided by Ameris and information contained in this joint proxy statement/prospectus regarding Fidelity has been provided by Fidelity.

See “Where You Can Find More Information” for more details.

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following are answers to certain questions that you may have regarding the merger and the Fidelity and Ameris special meetings. We urge you to read carefully the remainder of this joint proxy statement/​prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference into, this joint proxy statement/prospectus. See “Where You Can Find More Information.”

Q:

What is the merger?

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A:

Ameris Bancorp, a Georgia corporation (which we refer to as “Ameris”), and Fidelity Southern Corporation, a Georgia corporation (which we refer to as “Fidelity”), have entered into an Agreement and Plan of Merger, dated December 17, 2018, as may be amended from time to time (which we refer to as the “merger agreement”). Under the merger agreement, Fidelity will merge with and into Ameris, with Ameris continuing as the surviving corporation (which we refer to as the “merger”). Immediately following the completion of the merger, Fidelity’s wholly owned subsidiary, Fidelity Bank, a Georgia state-chartered bank (which we refer to as “Fidelity Bank”), will merge with and into Ameris’s wholly owned subsidiary, Ameris Bank, a Georgia state-charted bank (which we refer to as “Ameris Bank”), with Ameris Bank continuing as the surviving bank (which we refer to as the “bank merger”). A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A. We urge you to read carefully this joint proxy statement/prospectus and the merger agreement in their entirety.

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Fidelity will hold a special meeting of holders of common stock of Fidelity (which we refer to as “Fidelity shareholders”) on May 6, 2019, at 11:00 a.m. Eastern Time, at Fidelity’s offices located at One Securities Centre, 3490 Piedmont Road NE, Suite 1550, Atlanta, Georgia 30305 (which we refer to as the “Fidelity special meeting”), and Ameris will hold a special meeting of holders of common stock of Ameris (which we refer to as “Ameris shareholders”) on May 6, 2019, at 11:00 a.m. Eastern Time, at Ameris’s offices located at 1301 Riverplace Boulevard, Suite 2600, Jacksonville, Florida 32207 (which we refer to as the “Ameris special meeting”), to obtain the required shareholders approvals.

Q:

Why am I receiving this document?

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A:

In order to complete the merger, among other things:

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Fidelity shareholders must approve the merger agreement and the transactions contemplated thereby; and

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Ameris shareholders must approve the issuance of shares of common stock, par value $1.00 per share, of Ameris (which we refer to as the “Ameris common stock”), in connection with transactions contemplated by the merger agreement (which we refer to as the “Ameris share issuance”).

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Each of Fidelity and Ameris is sending this joint proxy statement/prospectus to its shareholders to help them decide how to vote their shares of common stock, no par value per share, of Fidelity (which we refer to as the “Fidelity common stock”) or Ameris common stock, as the case may be, with respect to such matters to be considered at the special meetings.

Information about these special meetings, the merger and the other business to be considered by Fidelity or Ameris shareholders at each of the special meetings is contained in this joint proxy statement/prospectus, and you should read it carefully.

This document constitutes both a joint proxy statement of Ameris and Fidelity and a prospectus of Ameris. It is a joint proxy statement because each of the board of directors of Ameris (which we refer to as the “Ameris board of directors”) and the board of directors of Fidelity (which we refer to as the “Fidelity board of directors”) is soliciting proxies using this document from its shareholders. It is a prospectus because Ameris, in connection with the merger, will issue shares of Ameris common stock to Fidelity shareholders, and this prospectus contains information about the Ameris common stock.

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Q:

What will Fidelity shareholders receive in the merger?

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A:

If the merger is completed, Fidelity shareholders will receive 0.80 shares of Ameris common stock (which ratio we refer to as the “exchange ratio” and which shares, together with cash in lieu of fractional shares as discussed below, we refer to as the “merger consideration”) for each share of Fidelity common stock, except for shares of Fidelity common stock held by Fidelity as treasury stock or shares owned by Ameris or by any wholly owned subsidiary of Ameris or Fidelity (other than (i) shares held in trust accounts, managed accounts and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties and (ii) shares held, directly or indirectly, by Ameris, Fidelity or any wholly owned subsidiary of Ameris or Fidelity in respect of a debt previously contracted), they hold immediately prior to the effective time of the merger (which we refer to as the “effective time”).

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Ameris will not issue any fractional shares of Ameris common stock in the merger. Fidelity shareholders who would otherwise be entitled to a fraction of a share of Ameris common stock upon the completion of the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest whole cent) based on the average of the closing-sale prices of Ameris common stock for the five full trading days ending on the trading day immediately prior to the closing date of the merger.

Based on the number of shares of Ameris common stock and Fidelity common stock outstanding as of March 20, 2019, the latest practicable trading date before the date of this joint proxy statement/​prospectus, and based on the exchange ratio of 0.80, it is expected that Ameris shareholders will hold approximately 68.3%, and Fidelity shareholders will hold approximately 31.7%, of the shares of the combined company outstanding immediately after the effective time.

The merger cannot be completed unless, among other things, Fidelity shareholders approve the merger agreement and the transactions contemplated thereby and Ameris shareholders approve the Ameris share issuance.

Q:

Will the value of the merger consideration change between the date of this joint proxy statement/​prospectus and the time the merger is completed?

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A:

Yes. Although the merger consideration is fixed, the value of the merger consideration is dependent upon the value of Ameris common stock and therefore will fluctuate with the market price of Ameris common stock. Accordingly, any change in the price of Ameris common stock prior to the merger will affect the market value of the merger consideration that Fidelity shareholders will receive as a result of the merger.

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Based on the closing price per share of Ameris common stock on the Nasdaq Global Select Market (which we refer to as the “Nasdaq”), on December 14, 2018, the last trading day before the public announcement of the merger, the exchange ratio represented approximately $27.22 in value for each share of Fidelity common stock. Based on the closing price per share of Ameris common stock on March 20, 2019, the latest practicable trading day before the date of this joint proxy statement/​prospectus, the exchange ratio represented approximately $28.30 in value for each share of Fidelity common stock. We urge you to obtain current market quotations for shares of Ameris common stock (trading symbol “ABCB”) and shares of Fidelity common stock (currently listed on the Nasdaq under the trading symbol “LION”).

Q:

How will the merger affect Fidelity equity awards?

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A:

At the effective time, each option granted under either the Fidelity Southern Corporation Incentive Plan or the Fidelity Southern Corporation 2018 Omnibus Incentive Plan (which we refer to as the “Fidelity incentive plans”) to acquire shares of Fidelity common stock (which we refer to as a “Fidelity option”) that is outstanding and unexercised immediately prior to the effective time will fully vest and be converted into an option to acquire, on the same terms and conditions as were applicable to such Fidelity option, the number of shares of Ameris common stock (rounded down to the nearest whole share), determined by multiplying (i) the number of shares of Fidelity common stock subject to such

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Fidelity stock option immediately prior to the effective time by (ii) the exchange ratio, at an exercise price per share of Ameris common stock (rounded up to the nearest whole cent) equal to (x) the exercise price per share of Fidelity common stock subject to such Fidelity stock option divided by (y) the exchange ratio.

In addition, at the effective time, each award of shares of Fidelity common stock subject to vesting, repurchase or other lapse restrictions granted under either of the Fidelity incentive plans (which we refer to as a “Fidelity restricted stock award”) that is outstanding immediately prior to the effective time will fully vest and be cancelled and converted into the right to receive the merger consideration in respect of each share of Fidelity common stock underlying such restricted stock award, including a payment in respect of any fractional shares (together with any accrued but unpaid dividends corresponding to the portion of the restricted stock award that vests).

Q:

What will Ameris shareholders receive in the merger?

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A:

If the merger is completed, Ameris shareholders will not receive any merger consideration and will continue to hold the shares of Ameris common stock that they currently hold. As a result of the Ameris share issuance, however, the overall ownership percentage of Ameris shareholders in the combined company following the merger will be diluted. Based on the number of shares of Ameris common stock and Fidelity common stock outstanding as of March 20, 2019, the latest practicable trading date before the date of this joint proxy statement/prospectus, and based on the exchange ratio of 0.80, it is expected that Ameris shareholders will hold approximately 68.3%, and Fidelity shareholders will hold approximately 31.7%, of the shares of the combined company outstanding immediately after the effective time.

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Q:

What am I being asked to vote on and why is this approval necessary?

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A:

Fidelity Special Meeting:   Fidelity shareholders are being asked to vote on the following matters at the Fidelity special meeting:

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a proposal to approve the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus, and the transactions contemplated thereby (which we refer to as the “merger proposal”);

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a proposal to approve, on a non-binding, advisory basis, the compensation to be paid to Fidelity’s named executive officers that is based on or otherwise relates to the merger, as discussed under “The Merger — Merger-related Compensation for Fidelity’s Named Executive Officers” beginning on page 94 (which we refer to as the “Fidelity compensation proposal”); and

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a proposal to adjourn the Fidelity special meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of the merger proposal (which we refer to as the “Fidelity adjournment proposal”).

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Ameris Special Meeting:   Ameris shareholders are being asked to vote on the following matters at the Ameris special meeting:

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a proposal to approve the Ameris share issuance (which we refer to as the “Ameris share issuance proposal”); and

​

•

a proposal to adjourn the Ameris special meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of the Ameris share issuance proposal (which we refer to as the “Ameris adjournment proposal”).

​

Q:

When and where are the Fidelity and Ameris special meetings?

​

A:

Fidelity Special Meeting:   The Fidelity special meeting will be held on May 6, 2019, at 11:00 a.m. Eastern Time, at Fidelity’s offices located at One Securities Centre, 3490 Piedmont Road NE, Suite 1550, Atlanta, Georgia 30305.

​

Ameris Special Meeting:   The Ameris special meeting will be held on May 6, 2019, at 11:00 a.m. Eastern Time, at Ameris’s offices located at 1301 Riverplace Boulevard, Suite 2600, Jacksonville, Florida 32207.

3

Q:

Who is entitled to vote at each special meeting?

​

A:

Fidelity Special Meeting:   All holders of Fidelity common stock who held shares at the close of business on March 14, 2019 (which we refer to as the “Fidelity record date”) are entitled to receive notice of and to vote at the Fidelity special meeting.

​

Ameris Special Meeting:   All holders of Ameris common stock who held shares at the close of business on March 14, 2019 (which we refer to as the “Ameris record date”) are entitled to receive notice of and to vote at the Ameris special meeting.

Q:

What constitutes a quorum at each special meeting?

​

A:

Fidelity Special Meeting:   The presence, in person or represented by proxy, of at least a majority of the total number of outstanding shares of Fidelity common stock entitled to vote is necessary in order to constitute a quorum for purposes of the matters being voted on at the Fidelity special meeting.

​

Ameris Special Meeting:   The presence, in person or represented by proxy, of at least a majority of the total number of outstanding shares of Ameris common stock entitled to vote is necessary in order to constitute a quorum for purposes of the matters being voted on at the Ameris special meeting.

Abstentions will be included in determining the number of shares present at the respective special meetings for the purpose of determining the presence of a quorum; however, broker non-votes will not be included.

Q:

What vote is required to approve each proposal at the Fidelity special meeting?

​

A:

The merger proposal:   Approval of the merger proposal requires the affirmative vote of at least 66 2∕3% of the outstanding shares of Fidelity common stock entitled to vote thereon. If you fail to vote, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or other nominee with respect to the merger proposal, it will have the same effect as a vote “AGAINST” the merger proposal. Fidelity shareholders must approve the merger proposal in order for the merger to occur. If Fidelity shareholders fail to approve the merger proposal, the merger will not occur.

​

The Fidelity compensation proposal:   Assuming a quorum is present, approval of the Fidelity compensation proposal requires the affirmative vote of a majority of the votes cast on such proposal at the Fidelity special meeting. If you fail to vote, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or other nominee with respect to the Fidelity compensation proposal, you will not be deemed to have cast a vote with respect to such proposal, and it will have no effect on such proposal. This is an advisory vote, and therefore is not binding on Fidelity or Ameris or the boards of directors or the compensation committees of Fidelity or Ameris. Since compensation and benefits to be paid or provided in connection with the merger are based on contractual arrangements with Fidelity’s named executive officers, the outcome of this advisory vote will not affect the obligation to make these payments. Fidelity is seeking this non-binding advisory shareholder approval pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (which we refer to as “Dodd-Frank Act”) and Rule 14a-21(c) of the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”), which requires Fidelity to provide its shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Fidelity’s named executive officers in connection with the merger. The Fidelity compensation proposal gives Fidelity shareholders the opportunity to express their views on the merger-related compensation of Fidelity’s named executive officers. Fidelity shareholders are not required to approve the Fidelity compensation proposal in order for the merger to occur.

The Fidelity adjournment proposal:   Assuming a quorum is present, approval of the Fidelity adjournment proposal requires the affirmative vote of a majority of the votes cast on such proposal at the Fidelity special meeting. If you fail to vote, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or other nominee with respect to the Fidelity adjournment proposal, you will not be deemed to have cast a vote with respect to such proposal, and it will have no effect on such proposal. Fidelity shareholders are not required to approve the Fidelity adjournment proposal in order for the merger to occur.

4

Q:

What vote is required to approve each proposal at the Ameris special meeting?

​

A:

Ameris share issuance proposal:   Assuming a quorum is present, approval of the Ameris share issuance proposal requires the affirmative vote of a majority of the votes cast on such proposal at the Ameris special meeting. If you fail to vote, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or other nominee with respect to the Ameris share issuance proposal, you will not be deemed to have cast a vote with respect to such proposal, and it will have no effect on such proposal. Ameris shareholders must approve the Ameris share issuance proposal in order for the merger to occur. If Ameris shareholders fail to approve the Ameris share issuance proposal, the merger will not occur.

​

Ameris adjournment proposal:   Assuming a quorum is present, approval of the Ameris adjournment proposal requires the affirmative vote of a majority of the votes cast on such proposal at the Ameris special meeting. If you fail to vote, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or other nominee with respect to the Ameris adjournment proposal, you will not be deemed to have cast a vote with respect to such proposal, and it will have no effect on such proposal. Ameris shareholders are not required to approve the Ameris adjournment proposal in order for the merger to occur. If Ameris shareholders fail to approve the Ameris adjournment proposal, but approve the Ameris share issuance proposal, the merger may nonetheless occur.

Q:

What are the conditions to complete the merger?

​

A:

The obligations of Ameris and Fidelity to complete the merger are subject to the satisfaction or waiver of certain closing conditions contained in the merger agreement, including the receipt of required regulatory approvals, tax opinions, approval of the merger proposal by Fidelity shareholders and approval of the Ameris share issuance proposal by Ameris shareholders. For more information, see “The Merger Agreement — Conditions to Complete the Merger” beginning on page 111.

​

Q:

When will the merger be completed?

​

A:

We will complete the merger when all of the conditions to completion contained in the merger agreement are satisfied or waived, including the receipt of required regulatory approvals, approval of the merger proposal by Fidelity shareholders and approval of the Ameris share issuance proposal by Ameris shareholders. While we expect the merger to be completed during the second quarter of 2019, because fulfillment of some of the conditions to completion of the merger is not entirely within our control, we cannot assure you that the merger will be completed within such time period or at all.

​

Q:

How does the Fidelity board of directors and the Ameris board of directors recommend that I vote?

​

A:

The Fidelity board of directors unanimously recommends that Fidelity shareholders vote “FOR” the merger proposal, “FOR” the Fidelity compensation proposal and “FOR” the Fidelity adjournment proposal (if necessary or appropriate).

​

The Ameris board of directors unanimously recommends that Ameris shareholders vote “FOR” the Ameris share issuance proposal and “FOR” the Ameris adjournment proposal (if necessary or appropriate).

Q:

What do I need to do now?

​

A:

After carefully reading and considering the information contained in or incorporated by reference into this joint proxy statement/prospectus, including its annexes, please vote your shares as soon as possible so that your shares will be represented at your respective company’s special meeting. Please follow the instructions set forth herein or on the enclosed proxy card or on the voting instruction form provided by your broker, bank or other nominee if your shares are held in the name of your broker, bank or other nominee.

​

5

Q:

How do I vote?

​

A:

If you are a shareholder of record of Fidelity as of March 14, 2019, the Fidelity record date, you may submit your proxy before the Fidelity special meeting in any of the following ways:

​

•

by mail, by completing, signing, dating and returning the enclosed proxy card to Fidelity using the enclosed postage-paid envelope;

​

•

by telephone, by calling toll-free (800) 652-8683 and following the recorded instructions; or

​

•

via the Internet, by accessing the website www.investorvote.com/LION and following the instructions on the website.

​

If you are a shareholder of record of Ameris as of March 14, 2019, the Ameris record date, you may submit your proxy before the Ameris special meeting in any of the following ways:

•

by mail, by completing, signing, dating and returning the enclosed proxy card to Ameris using the enclosed postage-paid envelope;

​

•

by telephone, by calling toll-free (800) 652-8683 and following the recorded instructions; or

​

•

via the Internet, by accessing the website www.investorvote.com/ameris and following the instructions on the website.

​

If you intend to submit your proxy by telephone or via the Internet, you must do so by 11:59 p.m. Eastern Time on the day before your respective company’s special meeting. If you intend to submit your proxy by mail, your completed proxy card must be received prior to your respective company’s special meeting.

If you are a shareholder of record of Fidelity as of the Fidelity record date, or a shareholder of record of Ameris as of the Ameris record date, you may also cast your vote in person at your respective company’s special meeting. If you plan to attend your respective company’s special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, you must bring a form of personal photo identification with you in order to be admitted to the meeting. Each of Fidelity and Ameris reserves the right to refuse admittance to anyone without proper proof of stock ownership or without proper photo identification. Whether or not you intend to be present at your special meeting, you are urged to complete, sign, date and return the enclosed proxy card to Fidelity or Ameris, as applicable, in the enclosed postage-paid envelope or submit a proxy by telephone or via the Internet as described on the enclosed instructions as soon as possible. If you are then present and wish to vote your shares in person, your original proxy may be revoked by attending and voting at the relevant company’s special meeting.

If you hold your shares in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. If your shares are held in “street name,” you must obtain a legal proxy, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to vote your shares in person at the relevant company’s special meeting.

Q:

If my shares are held in “street name” by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

​

A:

No. Your broker, bank or other nominee cannot vote your shares unless you provide instructions to your broker, bank or other nominee on how to vote. If your shares are held in “street name” by a broker, bank or other nominee, you must provide such broker, bank or other nominee with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Fidelity or Ameris or by voting in person at your respective company’s special meeting unless you provide a legal proxy, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee. In addition to such legal proxy, if you plan to attend your respective

​

6

company’s special meeting, but are not a shareholder of record because you hold your shares in “street name,” please bring evidence of your beneficial ownership of your shares and valid photo identification with you to such company’s special meeting.

Under the applicable rules of the New York Stock Exchange (which we refer to as the NYSE), brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Fidelity special meeting and the Ameris special meeting are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

If you are a Fidelity shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares of Fidelity common stock, your broker, bank or other nominee will: (i) not vote your shares on the merger proposal, which broker non-votes will have the same effect as a vote “AGAINST” such proposal; and (ii) will not vote your shares on the Fidelity compensation proposal or the Fidelity adjournment proposal, which broker non-votes will have no effect on the vote count for these proposals.

If you are an Ameris shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares of Ameris common stock, your broker, bank or other nominee will not vote your shares on the Ameris share issuance proposal or the Ameris adjournment proposal, which broker non-votes will have no effect on the vote count for these proposals.

Q:

What if I attend the meeting and abstain or do not vote?

​

A:

For purposes of each of the Fidelity special meeting and the Ameris special meeting, an abstention occurs when a shareholder attends the applicable special meeting in person and does not vote or returns a proxy with an “ABSTAIN” vote.

​

•

For the Fidelity merger proposal, an abstention or failure to vote will have the same effect as a vote cast “AGAINST” such proposal.

​

•

For the Fidelity compensation proposal and Fidelity adjournment proposal, and the Ameris share issuance proposal and Ameris adjournment proposal, an abstention or failure to vote will have no effect on the outcome of the vote. For each of these proposals, abstentions are not treated as votes cast and will have no effect on the outcome of the vote, though abstentions are counted towards establishing a quorum.

​

Q:

What will happen if I return my proxy card without indicating how to vote?

​

A:

If you sign and return your proxy card without indicating how to vote on any particular proposal, the shares of Fidelity common stock represented by your proxy will be voted as recommended by the Fidelity board of directors with respect to such proposal, or the shares of Ameris common stock represented by your proxy will be voted as recommended by the Ameris board of directors with respect to such proposal, as the case may be.

​

Q:

May I change my vote after I have submitted my proxy or voting instruction card?

​

A:

Yes. If you are a holder of record of Fidelity common stock or Ameris common stock and you have previously submitted your proxy, you may change your vote at any time before your proxy is voted at the Fidelity special meeting or the Ameris special meeting, as applicable, by taking any of the following actions:

​

•

delivering a written notice bearing a date later than the date of your proxy to the Corporate Secretary of Fidelity or Ameris, as applicable, stating that you revoke your proxy, which notice must be received by Fidelity or Ameris, as applicable, prior to the beginning of your respective company’s special meeting;

​

7

•

completing, signing, dating and returning a new proxy card to the Corporate Secretary of Fidelity or Ameris, as applicable, relating to the same shares of Fidelity common stock or Ameris common stock, as applicable, and bearing a later date, which new proxy card must be received by Fidelity or Ameris, as applicable, prior to the beginning of your respective company’s special meeting;

​

•

casting a new vote by telephone or via the Internet at any time before 11:59 p.m. Eastern Time on the day before your respective company’s special meeting; or

​

•

attending your respective company’s special meeting and voting in person, although attendance at the special meeting will not, by itself, revoke a proxy.

​

If you are a shareholder of record of Fidelity or Ameris and you choose to send a written notice of revocation or mail a new proxy, you must submit such notice of revocation or such new proxy to, in the case of Fidelity, to Fidelity Southern Corporation, Attention: Corporate Secretary, 3490 Piedmont Road, Suite 1550, Atlanta Georgia 30305, or, in the case of Ameris, to Ameris Bancorp, Attention: Corporate Secretary, 310 First Street, S.E., Moultrie, Georgia 31768. If you have instructed a broker, bank or other nominee to vote your shares of Fidelity common stock or shares of Ameris common stock, as applicable, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

Q:

Are Fidelity shareholders entitled to appraisal rights or dissenters’ rights?

​

A:

No. Fidelity shareholders will not be entitled to appraisal rights or dissenters’ rights. For further information, see “The Merger — Appraisal Rights in the Merger” beginning on page 96.

​

Q:

What are the U.S. federal income tax consequences of the merger to Fidelity shareholders?

​

A:

It is intended that the merger qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”). It is a condition to the completion of the merger that Ameris and Fidelity receive written opinions from their respective legal counsel to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. If the merger so qualifies, a U.S. holder (as defined under “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 29) of Fidelity common stock generally will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of shares of Fidelity common stock for shares of Ameris common stock pursuant to the merger, except with respect to cash received instead of fractional shares of Ameris common stock. For further information, see “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 29.

​

All holders of Fidelity common stock should consult their own tax advisors for a full understanding of the particular tax consequences of the merger to them.

Q:

What happens if the merger is not completed?

​

A:

If the merger is not completed, Fidelity shareholders will not receive any consideration for their shares of Fidelity common stock in connection with the merger. Instead, Fidelity will remain an independent public company and Fidelity common stock will continue to be listed on the Nasdaq. In addition, if the merger agreement is terminated in certain circumstances, Fidelity may be required to pay Ameris a fee with respect to such termination. See “The Merger Agreement — Termination of the Merger Agreement” and “The Merger Agreement — Termination Fee” beginning on pages 112 and 113, respectively.

​

Q:

What happens if I sell my shares after the applicable record date but before the relevant company’s special meeting?

​

A:

Each of the Fidelity record date and the Ameris record date is earlier than the date of the Fidelity special meeting or Ameris special meeting, as applicable, and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of Fidelity common stock or Ameris common stock, as applicable, after the applicable record date but before the date of the

​

8

applicable special meeting, you will retain your right to vote at such special meeting, but, with respect to Fidelity common stock, you will not have the right to receive the merger consideration to be received by Fidelity shareholders in connection with the merger. In order to receive the merger consideration, you must hold your shares of Fidelity common stock through completion of the merger.

Q:

What do I do if I receive more than one joint proxy statement/prospectus or set of voting instructions?

​

A:

Fidelity shareholders and Ameris shareholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction forms. For example, if you hold shares of Fidelity common stock in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold such shares. If you hold shares directly as a record holder and also in “street name” or otherwise through a nominee, you will receive more than one joint proxy statement/prospectus and/or set of voting instructions relating to the special meeting. These should each be voted and/or returned separately in order to ensure that all of your shares are voted.

​

Q:

Should Fidelity shareholders send in their stock certificates now?

​

A:

No. Fidelity shareholders SHOULD NOT send in any stock certificates now. After the merger is complete, you will receive separate written instructions for surrendering your shares of Fidelity common stock in exchange for the merger consideration. In the meantime, you should retain your stock certificates because they are still valid. Please do not send in your stock certificates with your proxy card.

​

Q:

What should I do if I hold my shares of Fidelity common stock in book-entry form?

​

A:

At this time, you are not required to take any additional actions, in connection with the conversion at the effective time of your shares of Fidelity common stock into shares of Ameris common stock, if your shares of Fidelity common stock are held in book-entry form. After the completion of the merger, you will receive separate instructions for surrendering your shares of Fidelity common stock held in book-entry form in exchange for book-entry shares of Ameris common stock.

​

Q:

Will a proxy solicitor be used?

​

A:

Yes. Fidelity has engaged Innisfree M&A Incorporated (which we refer to as “Innisfree”) to assist in the solicitation of proxies for the Fidelity special meeting, and estimates it will pay Innisfree a fee of approximately $12,500 plus certain expenses. Fidelity has also agreed to indemnify Innisfree against certain losses. Ameris has engaged Georgeson LLC (which we refer to as “Georgeson”) to assist in the solicitation of proxies for the Ameris special meeting, and estimates it will pay Georgeson a fee of approximately $10,000 plus certain expenses. Ameris has also agreed to indemnify Georgeson against certain losses. In addition, Fidelity, Ameris and their respective officers and employees may also solicit proxies by mail, telephone, facsimile, electronic mail or in person, but no additional compensation will be paid to them.

​

Q:

Where can I find more information about the companies?

​

A:

You can find more information about Fidelity and Ameris from the various sources described under “Where You Can Find More Information” beginning on page 189.

​

Q:

What is householding and how does it affect me?

​

A:

The SEC permits companies to send a single set of proxy materials to any household at which two or more shareholders reside, unless contrary instructions have been received, but only if the applicable shareholders provide advance notice and follows certain procedures. In such cases, each shareholder continues to receive a separate notice of the meeting and proxy card. Certain brokerage firms may have instituted householding for beneficial owners of Fidelity common stock or Ameris common stock, as applicable, held through brokerage firms. If your family has multiple accounts holding Fidelity common stock or Ameris common stock, as applicable, you may have already received a householding

​

9

notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this joint proxy statement/prospectus. The broker will arrange for delivery of a separate copy of this joint proxy statement/prospectus promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies.

Q:

Whom should I contact if I have any questions about the proxy materials or voting?

​

A:

You may contact Fidelity or Ameris at the telephone numbers listed under “References to Additional Information” in the forefront of this joint proxy statement/prospectus. If you have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this joint proxy statement/prospectus or the enclosed proxy card, you should contact the proxy solicitation agent for the company in which you hold shares. If you are a Fidelity shareholder, you should contact Innisfree, the proxy solicitation agent for Fidelity, toll-free at (888) 750-5834 or collect at (212) 750-5833. If you are an Ameris shareholder, you should contact Georgeson, the proxy solicitation agent for Ameris, toll-free at (866) 431-2096.

​

10

11

​

​

​

Ameris Common Stock

​

​

Fidelity Common Stock

​

​

Implied Value of One Share of Fidelity Common Stock

​

December 14, 2018

​

​

​

$

34.02

​

​

​

​

$

21.42

​

​

​

​

$

27.22

​

​

March 20, 2019

​

​

​

$

35.37

​

​

​

​

$

28.07

​

​

​

​

$

28.30

​

​

12

13

14

15

​

16

17

18

19

​

​

​

Years Ended December 31,

​

​

​

​

2018

​

​

2017

​

​

2016

​

​

2015

​

​

2014

​

​

​

​

(audited)

​

​

​

​

(In thousands, except per share data)

​

Selected Balance Sheet Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total assets

​

​

​

$

11,443,515

​

​

​

​

$

7,856,203

​

​

​

​

$

6,892,031

​

​

​

​

$

5,588,940

​

​

​

​

$

4,037,077

​

​

Earning assets

​

​

​

​

10,348,393

​

​

​

​

​

7,288,285

​

​

​

​

​

6,293,670

​

​

​

​

​

5,084,658

​

​

​

​

​

3,574,561

​

​

Loans held for sale

​

​

​

​

111,298

​

​

​

​

​

197,442

​

​

​

​

​

105,924

​

​

​

​

​

111,182

​

​

​

​

​

94,759

​

​

Loans, net of unearned income

​

​

​

​

5,660,457

​

​

​

​

​

4,856,514

​

​

​

​

​

3,626,821

​

​

​

​

​

2,406,877

​

​

​

​

​

1,889,881

​

​

Purchased loans

​

​

​

​

2,588,832

​

​

​

​

​

861,595

​

​

​

​

​

1,069,191

​

​

​

​

​

909,083

​

​

​

​

​

945,518

​

​

Purchased loan pools

​

​

​

​

262,625

​

​

​

​

​

328,246

​

​

​

​

​

568,314

​

​

​

​

​

592,963

​

​

​

​

​

—

​

​

Investment securities available for sale

​

​

​

​

1,192,423

​

​

​

​

​

810,873

​

​

​

​

​

822,735

​

​

​

​

​

783,185

​

​

​

​

​

541,805

​

​

FDIC loss-share receivable, net of clawback

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

6,301

​

​

​

​

​

31,351

​

​

Total deposits

​

​

​

​

9,469,313

​

​

​

​

​

6,625,845

​

​

​

​

​

5,575,163

​

​

​

​

​

4,879,290

​

​

​

​

​

3,431,149

​

​

FDIC loss-share payable including clawback

​

​

​

​

19,487

​

​

​

​

​

8,803

​

​

​

​

​

6,313

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Shareholders’ equity

​

​

​

​

1,456,347

​

​

​

​

​

804,479

​

​

​

​

​

646,437

​

​

​

​

​

514,759

​

​

​

​

​

366,028

​

​

Selected Income Statement Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest income

​

​

​

$

413,326

​

​

​

​

$

294,347

​

​

​

​

$

239,065

​

​

​

​

$

190,393

​

​

​

​

$

164,566

​

​

Interest expense

​

​

​

​

69,934

​

​

​

​

​

34,222

​

​

​

​

​

19,694

​

​

​

​

​

14,856

​

​

​

​

​

14,680

​

​

Net interest income

​

​

​

​

343,392

​

​

​

​

​

260,125

​

​

​

​

​

219,371

​

​

​

​

​

175,537

​

​

​

​

​

149,886

​

​

Provision for loan losses

​

​

​

​

16,667

​

​

​

​

​

8,364

​

​

​

​

​

4,091

​

​

​

​

​

5,264

​

​

​

​

​

5,648

​

​

Noninterest income

​

​

​

​

118,412

​

​

​

​

​

104,457

​

​

​

​

​

105,801

​

​

​

​

​

85,586

​

​

​

​

​

62,836

​

​

Noninterest expense

​

​

​

​

293,647

​

​

​

​

​

231,936

​

​

​

​

​

215,835

​

​

​

​

​

199,115

​

​

​

​

​

150,869

​

​

Income before income taxes

​

​

​

​

151,490

​

​

​

​

​

124,282

​

​

​

​

​

105,246

​

​

​

​

​

56,744

​

​

​

​

​

56,205

​

​

Income tax expense

​

​

​

​

30,463

​

​

​

​

​

50,734

​

​

​

​

​

33,146

​

​

​

​

​

15,897

​

​

​

​

​

17,482

​

​

Net income

​

​

​

$

121,027

​

​

​

​

$

73,548

​

​

​

​

$

72,100

​

​

​

​

$

40,847

​

​

​

​

$

38,723

​

​

Preferred stock dividends

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

286

​

​

Net income available to common shareholders

​

​

​

$

121,027

​

​

​

​

$

73,548

​

​

​

​

$

72,100

​

​

​

​

$

40,847

​

​

​

​

$

38,437

​

​

​

20

​

​

​

Years Ended December 31,

​

​

​

​

2018

​

​

2017

​

​

2016

​

​

2015

​

​

2014

​

​

​

​

(audited)

​

​

​

​

(In thousands, except per share data)

​

Per Share Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Earnings per share available to common shareholders:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

​

$

2.81

​

​

​

​

$

2.00

​

​

​

​

$

2.10

​

​

​

​

$

1.29

​

​

​

​

$

1.48

​

​

Diluted

​

​

​

​

2.80

​

​

​

​

​

1.98

​

​

​

​

​

2.08

​

​

​

​

​

1.27

​

​

​

​

​

1.46

​

​

Common book value

​

​

​

​

30.66

​

​

​

​

​

21.59

​

​

​

​

​

18.51

​

​

​

​

​

15.98

​

​

​

​

​

13.67

​

​

Tangible book value

​

​

​

​

18.83

​

​

​

​

​

17.86

​

​

​

​

​

14.42

​

​

​

​

​

12.65

​

​

​

​

​

10.99

​

​

Cash dividends declared

​

​

​

​

0.40

​

​

​

​

​

0.40

​

​

​

​

​

0.30

​

​

​

​

​

0.20

​

​

​

​

​

0.15

​

​

Profitability Ratios:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income to average total assets

​

​

​

​

1.24%

​

​

​

​

​

1.00%

​

​

​

​

​

1.17%

​

​

​

​

​

0.85%

​

​

​

​

​

1.08%

​

​

Net income to average shareholders’ equity

​

​

​

​

10.27%

​

​

​

​

​

9.55%

​

​

​

​

​

11.75%

​

​

​

​

​

8.37%

​

​

​

​

​

12.40%

​

​

Net interest margin (fully taxable equivalent basis)

​

​

​

​

3.92%

​

​

​

​

​

3.95%

​

​

​

​

​

3.99%

​

​

​

​

​

4.12%

​

​

​

​

​

4.59%

​

​

Efficiency ratio

​

​

​

​

63.59%

​

​

​

​

​

63.62%

​

​

​

​

​

66.38%

​

​

​

​

​

76.25%

​

​

​

​

​

70.92%

​

​

Loan Quality Ratios:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net charge-offs to average loans*

​

​

​

​

0.27%

​

​

​

​

​

0.13%

​

​

​

​

​

0.11%

​

​

​

​

​

0.22%

​

​

​

​

​

0.34%

​

​

Allowance for loan losses to total loans*

​

​

​

​

0.46%

​

​

​

​

​

0.44%

​

​

​

​

​

0.56%

​

​

​

​

​

0.85%

​

​

​

​

​

1.12%

​

​

Non performing assets to total loans and OREO**

​

​

​

​

0.72%

​

​

​

​

​

0.85%

​

​

​

​

​

1.12%

​

​

​

​

​

1.60%

​

​

​

​

​

3.35%

​

​

Liquidity Ratios:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Loans to total deposits

​

​

​

​

88.21%

​

​

​

​

​

91.25%

​

​

​

​

​

94.42%

​

​

​

​

​

80.11%

​

​

​

​

​

82.64%

​

​

Average loans to average earning assets

​

​

​

​

83.81%

​

​

​

​

​

83.50%

​

​

​

​

​

80.83%

​

​

​

​

​

75.96%

​

​

​

​

​

80.22%

​

​

Noninterest-bearing deposits to total deposits

​

​

​

​

26.12%

​

​

​

​

​

26.82%

​

​

​

​

​

28.22%

​

​

​

​

​

27.26%

​

​

​

​

​

24.46%

​

​

Capital Adequacy Ratios:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Shareholders’ equity to total assets

​

​

​

​

12.73%

​

​

​

​

​

10.24%

​

​

​

​

​

9.38%

​

​

​

​

​

9.21%

​

​

​

​

​

9.07%

​

​

Common stock dividend payout ratio

​

​

​

​

14.23%

​

​

​

​

​

20.00%

​

​

​

​

​

14.29%

​

​

​

​

​

15.50%

​

​

​

​

​

10.14%

​

​

​

21

​

​

​

December 31,

​

​

​

​

2018

​

​

2017

​

​

2016

​

​

2015

​

​

2014

​

​

​

​

(audited)

​

​

​

​

(dollars in thousands, except per share data)

​

Tangible Book Value Per Share Reconciliation:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common shareholders’ equity

​

​

​

$

1,456,347

​

​

​

​

$

804,479

​

​

​

​

$

646,437

​

​

​

​

$

514,759

​

​

​

​

$

366,028

​

​

Less: Goodwill

​

​

​

​

503,434

​

​

​

​

​

125,532

​

​

​

​

​

125,532

​

​

​

​

​

90,082

​

​

​

​

​

63,547

​

​

Less: Other intangibles, net

​

​

​

​

58,689

​

​

​

​

​

13,496

​

​

​

​

​

17,428

​

​

​

​

​

17,058

​

​

​

​

​

8,221

​

​

Total tangible common shareholders’ equity

​

​

​

$

894,224

​

​

​

​

$

665,451

​

​

​

​

$

503,477

​

​

​

​

$

407,619

​

​

​

​

$

294,260

​

​

Period-end number of shares

​

​

​

​

47,499,941

​

​

​

​

​

37,260,012

​

​

​

​

​

34,921,474

​

​

​

​

​

32,211,385

​

​

​

​

​

26,773,863

​

​

Book value per common share

​

​

​

$

30.66

​

​

​

​

$

21.59

​

​

​

​

$

18.51

​

​

​

​

$

15.98

​

​

​

​

$

13.67

​

​

Tangible book value per share

​

​

​

​

18.83

​

​

​

​

​

17.86

​

​

​

​

​

14.42

​

​

​

​

​

12.65

​

​

​

​

​

10.99

​

​

22

​

​

​

Years Ended December 31,

​

​

​

​

​

​

​

2018

​

​

2017

​

​

2016

​

​

2015

​

​

2014

​

​

​

​

​

(audited)

​

​

​

​

​

(In thousands)

​

​

Selected Balance Sheet Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total assets

​

​

​

$

4,733,796

​

​

​

​

$

4,576,858

​

​

​

​

$

4,389,685

​

​

​

​

$

3,849,063

​

​

​

​

$

3,085,135

​

​

​

Earning assets

​

​

​

​

4,381,616

​

​

​

​

​

4,242,218

​

​

​

​

​

4,059,414

​

​

​

​

​

3,558,669

​

​

​

​

​

2,847,971

​

​

​

Loans held for sale

​

​

​

​

239,302

​

​

​

​

​

357,755

​

​

​

​

​

465,328

​

​

​

​

​

397,834

​

​

​

​

​

368,935

​

​

​

Loans receivable

​

​

​

​

3,685,478

​

​

​

​

​

3,580,966

​

​

​

​

​

3,302,264

​

​

​

​

​

2,896,948

​

​

​

​

​

2,253,306

​

​

​

Investment securities available for sale

​

​

​

​

251,602

​

​

​

​

​

120,121

​

​

​

​

​

144,310

​

​

​

​

​

172,397

​

​

​

​

​

149,590

​

​

​

Investment securities held to maturity

​

​

​

​

20,126

​

​

​

​

​

21,689

​

​

​

​

​

16,583

​

​

​

​

​

14,398

​

​

​

​

​

7,349

​

​

​

Total deposits

​

​

​

​

3,981,578

​

​

​

​

​

3,867,200

​

​

​

​

​

3,630,594

​

​

​

​

​

3,179,511

​

​

​

​

​

2,458,022

​

​

​

Shareholders’ equity

​

​

​

​

446,241

​

​

​

​

​

401,632

​

​

​

​

​

362,647

​

​

​

​

​

301,459

​

​

​

​

​

264,951

​

​

​

Selected Income Statement Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest income

​

​

​

$

181,445

​

​

​

​

$

157,978

​

​

​

​

$

149,283

​

​

​

​

$

116,642

​

​

​

​

$

101,667

​

​

​

Interest expense

​

​

​

​

31,900

​

​

​

​

​

22,730

​

​

​

​

​

20,448

​

​

​

​

​

15,804

​

​

​

​

​

11,226

​

​

​

Net interest income

​

​

​

​

149,545

​

​

​

​

​

135,248

​

​

​

​

​

128,835

​

​

​

​

​

100,838

​

​

​

​

​

90,441

​

​

​

Provision for loan losses

​

​

​

​

5,521

​

​

​

​

​

4,275

​

​

​

​

​

8,231

​

​

​

​

​

4,351

​

​

​

​

​

531

​

​

​

Noninterest income

​

​

​

​

138,851

​

​

​

​

​

134,952

​

​

​

​

​

141,325

​

​

​

​

​

127,888

​

​

​

​

​

95,320

​

​

​

Noninterest expense

​

​

​

​

225,292

​

​

​

​

​

210,870

​

​

​

​

​

201,020

​

​

​

​

​

162,946

​

​

​

​

​

138,754

​

​

​

Income before income taxes

​

​

​

​

57,583

​

​

​

​

​

55,055

​

​

​

​

​

60,909

​

​

​

​

​

61,429

​

​

​

​

​

46,476

​

​

​

Income tax expense

​

​

​

​

13,760

​

​

​

​

​

15,259

​

​

​

​

​

22,143

​

​

​

​

​

22,294

​

​

​

​

​

16,440

​

​

​

Net income

​

​

​

$

43,823

​

​

​

​

$

39,796

​

​

​

​

$

38,766

​

​

​

​

$

39,135

​

​

​

​

$

30,036

​

​

​

Preferred stock dividends

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

Net income available to common shareholders

​

​

​

$

43,823

​

​

​

​

$

39,796

​

​

​

​

$

38,766

​

​

​

​

$

39,135

​

​

​

​

$

30,036

​

​

​

​

23

​

​

​

Years Ended December 31,

​

​

​

​

2018

​

​

2017

​

​

2016

​

​

2015

​

​

2014

​

Per Share Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Earnings per share available to common shareholders:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

​

$

1.61

​

​

​

​

$

1.50

​

​

​

​

$

1.52

​

​

​

​

$

1.77

​

​

​

​

$

1.41

​

​

Diluted

​

​

​

​

1.61

​

​

​

​

​

1.49

​

​

​

​

​

1.50

​

​

​

​

​

1.64

​

​

​

​

​

1.28

​

​

Common book value

​

​

​

​

16.36

​

​

​

​

​

14.86

​

​

​

​

​

13.78

​

​

​

​

​

13.03

​

​

​

​

​

12.40

​

​

Tangible book value

​

​

​

​

15.95

​

​

​

​

​

14.41

​

​

​

​

​

13.26

​

​

​

​

​

12.66

​

​

​

​

​

12.22

​

​

Cash dividends declared

​

​

​

​

0.48

​

​

​

​

​

0.48

​

​

​

​

​

0.48

​

​

​

​

​

0.39

​

​

​

​

​

0.30

​

​

Profitability Ratios:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income to average total assets

​

​

​

​

0.92%

​

​

​

​

​

0.89%

​

​

​

​

​

0.92%

​

​

​

​

​

1.16%

​

​

​

​

​

1.11%

​

​

Net income to average shareholders’ equity

​

​

​

​

10.43%

​

​

​

​

​

10.51%

​

​

​

​

​

11.61%

​

​

​

​

​

13.85%

​

​

​

​

​

12.07%

​

​

Net interest margin (fully taxable equivalent basis)

​

​

​

​

3.38%

​

​

​

​

​

3.26%

​

​

​

​

​

3.32%

​

​

​

​

​

3.24%

​

​

​

​

​

3.62%

​

​

Efficiency ratio

​

​

​

​

78.12%

​

​

​

​

​

78.04%

​

​

​

​

​

74.41%

​

​

​

​

​

71.24%

​

​

​

​

​

74.69%

​

​

Loan Quality Ratios:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net charge-offs to average loans*

​

​

​

​

0.12%

​

​

​

​

​

0.13%

​

​

​

​

​

0.14%

​

​

​

​

​

0.13%

​

​

​

​

​

0.34%

​

​

Allowance for loan losses to total loans*

​

​

​

​

0.88%

​

​

​

​

​

0.88%

​

​

​

​

​

0.99%

​

​

​

​

​

0.98%

​

​

​

​

​

1.15%

​

​

Non performing assets to total loans and OREO**

​

​

​

​

1.93%

​

​

​

​

​

1.76%

​

​

​

​

​

1.77%

​

​

​

​

​

1.76%

​

​

​

​

​

2.78%

​

​

Liquidity Ratios:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Loans to total deposits

​

​

​

​

92.56%

​

​

​

​

​

92.60%

​

​

​

​

​

90.96%

​

​

​

​

​

91.11%

​

​

​

​

​

91.67%

​

​

Average loans to average earning assets

​

​

​

​

92.02%

​

​

​

​

​

90.20%

​

​

​

​

​

92.64%

​

​

​

​

​

92.84%

​

​

​

​

​

91.00%

​

​

Noninterest-bearing deposits to total deposits

​

​

​

​

30.50%

​

​

​

​

​

29.11%

​

​

​

​

​

26.58%

​

​

​

​

​

24.75%

​

​

​

​

​

22.70%

​

​

Capital Adequacy Ratios:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Shareholders’ equity to total assets

​

​

​

​

9.43%

​

​

​

​

​

8.78%

​

​

​

​

​

8.26%

​

​

​

​

​

7.83%

​

​

​

​

​

8.59%

​

​

Common stock dividend payout ratio

​

​

​

​

29.81%

​

​

​

​

​

32.00%

​

​

​

​

​

31.58%

​

​

​

​

​

22.03%

​

​

​

​

​

21.28%

​

​

24

​

​

​

December 31,

​

​

​

​

2018

​

​

2017

​

​

2016

​

​

2015

​

​

2014

​

​

​

​

(audited)

​

​

​

​

(dollars in thousands, except per share data)

​

Tangible Book Value Per Share Reconciliation:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common shareholders’ equity

​

​

​

$

446,241

​

​

​

​

$

401,632

​

​

​

​

$

362,647

​

​

​

​

$

301,459

​

​

​

​

$

264,951

​

​

Less: Goodwill

​

​

​

​

5,164

​

​

​

​

​

5,164

​

​

​

​

​

5,164

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Less: Other intangibles, net

​

​

​

​

6,033

​

​

​

​

​

7,142

​

​

​

​

​

8,485

​

​

​

​

​

8,382

​

​

​

​

​

3,858

​

​

Total tangible common shareholders’ equity

​

​

​

$

435,044

​

​

​

​

$

389,326

​

​

​

​

$

348,998

​

​

​

​

$

293,077

​

​

​

​

$

261,093

​

​

Period-end number of shares

​

​

​

​

27,279,729

​

​

​

​

​

27,019,201

​

​

​

​

​

26,318,400

​

​

​

​

​

23,140,774

​

​

​

​

​

21,365,098

​

​

Book value per common share

​

​

​

$

16.36

​

​

​

​

$

14.86

​

​

​

​

$

13.78

​

​

​

​

$

13.03

​

​

​

​

$

12.40

​

​

Tangible book value per share

​

​

​

​

15.95

​

​

​

​

​

14.41

​

​

​

​

​

13.26

​

​

​

​

​

12.66

​

​

​

​

​

12.22

​

​

25

​	​	​	For the year ended December 31, 2018				​
​	​	​	(In thousands)				​
Unaudited Pro Forma Condensed Combined Income Statement Information:	​	​
Net interest income	​	​	​	$	526,525	​	​
Provision for loan losses	​	​	​	$	22,269	​	​
Income before income taxes	​	​	​	$	217,345	​	​
Net income	​	​	​	$	171,185	​	​

​	​	​	As of December 31, 2018				​
​	​	​	(In thousands)				​
Unaudited Pro Forma Condensed Combined Balance Sheet Information:	​	​
Net loans	​	​	​	$	12,129,316	​	​
Total assets	​	​	​	​	16,623,037	​	​
Deposits	​	​	​	​	13,632,956	​	​
Other borrowings	​	​	​	​	351,089	​	​
Subordinated deferrable interest debentures	​	​	​	​	135,580	​	​
Shareholders’ equity	​	​	​	​	2,356,812	​	​

26

​

​

​

Ameris Historical

​

​

Fidelity Historical

​

​

Ameris Pro Forma Total Combined

​

​

Per Equivalent Fidelity Share

​

For the year ended December 31, 2018:

​

​

​

​

​

Earnings per common share (Basic)

​

​

​

$

2.81

​

​

​

​

$

1.61

​

​

​

​

$

2.47

​

​

​

​

$

1.98

​

​

Earnings per common share (Diluted)

​

​

​

$

2.80

​

​

​

​

$

1.61

​

​

​

​

$

2.44

​

​

​

​

$

1.95

​

​

Dividends declared per share

​

​

​

$

0.40

​

​

​

​

$

0.48

​

​

​

​

$

0.40

​

​

​

​

$

0.32

​

​

Book value per common share

​

​

​

$

30.66

​

​

​

​

$

16.36

​

​

​

​

$

34.00

​

​

​

​

$

27.20

​

​

27

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained or incorporated by reference in this joint proxy statement/prospectus are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving Ameris’s or Fidelity’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “projections,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the merger or the bank merger, including future financial and operating results of Ameris, Fidelity or the combined company following the merger, the combined company’s plans, objectives, expectations and intentions, the expected timing of the completion of the merger and other statements that are not historical facts. These statements are only predictions based on Ameris’s and Fidelity’s current expectations and projections about future events. There are important factors that could cause Ameris’s and Fidelity’s actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks and uncertainties described in “Risk Factors” beginning on page 30.

These forward-looking statements are subject to numerous assumptions, risks, and uncertainties which change over time. In addition to factors previously disclosed in Ameris’s and Fidelity’s reports filed with the SEC, the following factors, among others, could cause actual results to differ materially from forward-looking statements:

•

the uncertainty of the value of the merger consideration that Fidelity shareholders will receive in the merger due to a fixed exchange ratio and a potential fluctuation in the market price of Ameris common stock prior to the effective time, including as a result of the financial performance of Ameris or Fidelity prior to the effective time;

​

•

inability to close the merger and the bank merger in a timely manner;

​

•

the failure to complete the merger due to the failure to obtain the Ameris shareholder approval or the Fidelity shareholder approval;

​

•

failure to obtain applicable regulatory approvals and meet other closing conditions to the merger on the expected terms and schedule;

​

•

the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement;

​

•

the taking of governmental action (including the passage of legislation) to block the merger or otherwise adversely affecting Ameris and Fidelity;

​

•

the effect of restrictions placed on Ameris’s, Fidelity’s or their respective subsidiaries’ business activities and the limitations put on Fidelity’s ability to pursue alternatives to the merger pursuant to the merger agreement;

​

•

Fidelity’s directors and executive officers having interests in the merger that are different from, or in addition to, the interests of Fidelity shareholders generally;

​

•

the potential impact of announcement or consummation of the merger on relationships with third parties, including customers, employees and competitors;

​

•

business disruption following the merger;

​

•

difficulties and delays in integrating the businesses of Ameris and Fidelity;

​

•

the challenges of integrating, retaining and hiring key personnel;

​

•

failure to attract new customers and retain existing customers in the manner anticipated;

​

•

Ameris’s potential exposure to unknown or contingent liabilities of Fidelity;

​

28

•

the possibility that the expected cost savings and synergies from the merger will not be realized or will take longer to realize than expected;

​

•

the possibility of actual results of operations, cash flows and financial position after the merger materially differing from the unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus;

​

•

the outcome of pending or threatened litigation, or of matters before regulatory agencies, whether currently existing or commencing in the future, including litigation related to the merger;

​

•

changes in legislation, regulation, policies or administrative practices, whether by judicial, governmental or legislative action and other changes pertaining to banking, securities, taxation and financial accounting and reporting, environmental protection and insurance, and the ability to comply with such changes in a timely manner;

​

•

changes in the monetary and fiscal policies of the U.S. government, including policies of the U.S. Department of the Treasury and the Federal Reserve;

​

•

changes in interest rates, which may affect Ameris’s and Fidelity’s net income, prepayment penalty income, mortgage banking income and other future cash flows, or the market value of Ameris’s or Fidelity’s assets, including its investment securities;

​

•

changes in accounting principles, policies, practices or guidelines;

​

•

changes in Ameris’s credit ratings or in Ameris’s ability to access the capital markets; and

​

•

other economic, competitive, governmental, regulatory, technological and geopolitical factors affecting Ameris’s or Fidelity’s operations, pricing and services.

​

Additionally, the timing and occurrence or non-occurrence of events may be subject to circumstances beyond Ameris’s or Fidelity’s control.

Additional factors that could cause Ameris’s and Fidelity’s results to differ materially from those described in the forward-looking statements can be found in Ameris’s and Fidelity’s filings with the SEC, including Ameris’s Annual Report on Form 10-K for the year ended December 31, 2018 and Fidelity’s Annual Report on Form 10-K for the year ended December 31, 2018.

For any forward-looking statements made in this joint proxy statement/prospectus or in any documents incorporated by reference into this joint proxy statement/prospectus, Ameris and Fidelity claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this joint proxy statement/prospectus or the date of the applicable document incorporated by reference into this joint proxy statement/prospectus. Except to the extent required by applicable law, Ameris and Fidelity do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions, or events that occur after the date the forward-looking statements are made. All written and oral forward-looking statements concerning the merger or other matters addressed in this joint proxy statement/prospectus and attributable to Ameris, Fidelity, or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this joint proxy statement/prospectus.

29

RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed under “Cautionary Statement Regarding Forward-Looking Statements,” Ameris’s Annual Report on Form 10-K for the year ended December 31, 2018 and Fidelity’s Annual Report on Form 10-K for the year ended December 31, 2018, you should carefully consider the following risk factors in deciding how to vote for the proposals presented in this joint proxy statement/prospectus. You should also consider the other information in this joint proxy statement/​prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information.”

Risks Related to the Merger

Because the market price of Ameris common stock will fluctuate, Fidelity shareholders cannot be certain of the market value of the merger consideration they will receive.

Upon completion of the merger, each outstanding share of Fidelity common stock, except for shares of Fidelity common stock held by Fidelity as treasury stock or shares owned by Ameris or by any wholly owned subsidiary of Ameris or Fidelity (other than (i) shares held in trust accounts, managed accounts and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties and (ii) shares held, directly or indirectly, by Ameris, Fidelity or any wholly owned subsidiary of Ameris or Fidelity in respect of a debt previously contracted), will be converted into the right to receive 0.80 shares of Ameris common stock. The merger consideration that Fidelity shareholders will receive is a fixed number of shares of Ameris common stock; it is not a number of shares with a particular fixed market value. The market value of the merger consideration will vary from the closing price of Ameris common stock on the date Ameris and Fidelity announced the merger, on the dates that this joint proxy statement/prospectus is mailed to Ameris and Fidelity shareholders, on the dates of the Ameris and Fidelity special meetings and on the date the merger is completed. Any change in the market price of Ameris common stock prior to the completion of the merger will affect the market value of the merger consideration that Fidelity shareholders will receive upon completion of the merger, and there will be no adjustment to the merger consideration for changes in the market price of either shares of Ameris common stock or shares of Fidelity common stock.

The market price of the Ameris common stock could be subject to significant fluctuations due to a variety of factors, including, without limitation, changes in sentiment in the market regarding Ameris’s operations or business prospects, including market sentiment regarding Ameris’s entry into the merger agreement. These risks may also be affected by:

•

operating results that vary from the expectations of Ameris’s and/or Fidelity’s management or of securities analysts and investors;

​

•

developments in Ameris’s and/or Fidelity’s business or in the financial services sector generally;

​

•

regulatory or legislative changes affecting the banking industry generally or Ameris’ and/or Fidelity’s business and operations;

​

•

operating and securities price performance of companies that investors consider to be comparable to Ameris and/or Fidelity;

​

•

changes in estimates or recommendations by securities analysts or rating agencies;

​

•

announcements of strategic developments, acquisitions, dispositions, financings and other material events by Ameris or its competitors; and

​

•

changes in global financial markets and economies and general market conditions, such as interest or foreign exchange rates, stock, commodity, credit or asset valuations or volatility.

​

Many of these factors are outside the control of Ameris and Fidelity. Accordingly, at the time of the Ameris special meeting and the time of the Fidelity special meeting, neither Ameris shareholders nor Fidelity shareholders will know or be able to calculate the exact value of the Ameris common stock that will constitute the merger consideration. You should obtain current market quotations for both Ameris common stock and Fidelity common stock.

30

The market price of Ameris common stock after the merger may be affected by factors different from those currently affecting the prices of Ameris common stock and Fidelity common stock.

The businesses of Ameris and Fidelity differ in certain respects, and accordingly, the results of operations of the combined company and the market price of the shares of Ameris common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations and market prices of common stock of each of Ameris and Fidelity. For a discussion of the businesses of Ameris and Fidelity and of certain factors to consider in connection with those businesses, see the documents incorporated by reference into this joint proxy statement/prospectus and referred to under “Where You Can Find More Information.”

Combining Ameris and Fidelity may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the merger may not be realized.

Ameris and Fidelity have operated and, until the completion of the merger, will continue to operate, independently. The success of the merger, including anticipated benefits and cost savings, will depend, in part, on Ameris’s ability to successfully combine and integrate the businesses of Ameris and Fidelity in a manner that permits growth opportunities and does not materially disrupt the existing customer relations nor result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. The loss of key employees could adversely affect Ameris’s ability to successfully conduct its business, which could have an adverse effect on Ameris’s financial results and the value of the Ameris common stock. If Ameris experiences difficulties with the integration process, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause Ameris and/or Fidelity to lose customers or cause customers to remove their accounts from Ameris and/or Fidelity and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of Ameris and Fidelity during this transition period and for an undetermined period after completion of the merger on the combined company. In addition, the actual cost savings of the merger could be less than anticipated.

Ameris’s decisions regarding the credit risk associated with Fidelity’s loan portfolio could be incorrect and its credit mark may be inadequate, which may adversely affect the financial condition and results of operations of the combined company after the completion of the merger.

Before signing the merger agreement, Ameris conducted extensive due diligence on a significant portion of Fidelity’s loan portfolio. However, Ameris’s review did not encompass each and every loan in Fidelity’s loan portfolio. In accordance with customary industry practices, Ameris evaluated Fidelity’s loan portfolio based on various factors, including historical loss experience, economic risks associated with each loan category, volume and types of loans, trends in classification, volume and trends in delinquencies and nonaccruals, and general economic conditions, both local and national. In this process, Ameris’s management made various assumptions and judgments about the collectability of the loan portfolio, including the creditworthiness and financial condition of the borrowers, the value of the real estate, other assets serving as collateral for the repayment of the loans, the existence of any guarantees and indemnifications and the economic environment in which the borrowers operate. In addition, the effects of probable decreases in expected principal cash flows on Fidelity’s loans were considered as part of Ameris’s evaluation. If Ameris’s assumptions and judgments turn out to be incorrect, including as a result of the fact that its due diligence review did not cover each individual loan, Ameris’s estimated credit mark against Fidelity’s loan portfolio in total may be insufficient to cover actual loan losses after the merger is completed, and adjustments may be necessary to allow for different economic conditions or adverse developments in Fidelity’s loan portfolio. Additionally, deterioration in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside Ameris’s or Fidelity’s control, may require an increase in the provision for loan losses. Material additions to the credit mark and/or allowance for loan losses would materially decrease Ameris’s net income and would result in extra regulatory scrutiny and possibly supervisory action.

31

Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the merger.

Before the merger and the bank merger may be completed, Ameris and Fidelity must obtain all necessary approvals from the Federal Reserve, the FDIC and the GDBF. In determining whether to grant these approvals the regulators consider a variety of factors, including the regulatory standing of each party. An adverse development in either party’s regulatory standing or other factors could result in an inability to obtain one or more of the required regulatory approvals or delay receipt of required approvals. The Federal Reserve has stated that if supervisory issues arise during processing of an application for approval of a merger transaction, a banking organization will be expected to withdraw its application pending resolution of such supervisory concerns. Accordingly, if there is an adverse development in either party’s regulatory standing, Ameris may be required to withdraw its application for approval of the proposed merger and, if possible, resubmit such application after the applicable supervisory concerns have been resolved.

The terms and conditions of the approvals that are granted may impose conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the transactions contemplated by the merger agreement. There is no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the merger or otherwise reduce the anticipated benefits of the merger if the merger were consummated successfully within the expected timeframe. In addition, there is no assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the merger. Additionally, the completion of the merger is conditioned on the absence of any law or order enacted or issued by any governmental authority which has the effect of making illegal or preventing or prohibiting the completion of the transactions contemplated by the merger agreement.

Ameris and Fidelity believe that the transactions contemplated by the merger agreement should not raise significant regulatory concerns and that Ameris will be able to obtain all requisite regulatory approvals in a timely manner. However, the merger agreement does not require Ameris, or require or permit Fidelity, to take any action, or agree to any condition or restriction, in connection with obtaining the permits, consents, approvals and authorizations of any governmental authority that would reasonably be expected to have a material adverse effect (measured on a scale relative to Fidelity and its subsidiaries taken as a whole) on the combined company and its subsidiaries, after giving effect to the merger. See “The Merger Agreement — Covenants and Agreements — Regulatory Matters.”

The merger agreement may be terminated in accordance with its terms and the merger may not be completed.

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. Those conditions include: (i) the receipt of the Ameris shareholder approval; (ii) the receipt of the Fidelity shareholder approval; (iii) the receipt and effectiveness of the requisite regulatory approvals contemplated by the merger agreement, without the imposition of any materially burdensome regulatory condition, and the expiration or termination of all statutory waiting periods in respect thereof; (iv) effectiveness of the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, and the absence of a stop order or proceeding initiated or threatened by the SEC for that purpose; (v) the approval for listing on the Nasdaq of the shares of Ameris common stock to be issued in the merger; (vi) the parties’ standing ready to complete the bank merger immediately after the merger; (vii) the absence of any law or order enacted or issued by any governmental authority which has the effect of making illegal or preventing or prohibiting the completion of the transactions contemplated by the merger agreement; (viii) subject to certain exceptions, the accuracy of the representations and warranties of the other party, generally subject to a material adverse effect standard; (ix) performance and compliance in all material respects by the other party of its covenants and obligations required by the merger agreement to be performed or complied with prior to or at the closing date of the merger; (x) receipt by each party of an opinion from its legal counsel to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code; and (xi) the absence of any event, change, occurrence, circumstance, condition, effect or development that has had, or may reasonably be expected to have, a material adverse effect on the other party since December 17, 2018. See “The Merger Agreement — Conditions to Complete the Merger.”

32

These conditions to the closing of the merger may not be fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after shareholder approval, or Ameris or Fidelity may elect to terminate the merger agreement in certain other circumstances. See “The Merger Agreement —  Termination of the Merger Agreement.”

Failure to complete the merger could negatively impact Ameris and Fidelity.

If the merger is not completed, the ongoing businesses of Ameris and Fidelity may be adversely affected, and Ameris and Fidelity will be subject to several risks, including the following:

•

Fidelity may be required, under certain circumstances, to pay Ameris a termination fee of $29,000,000 under the merger agreement;

​

•

Ameris and Fidelity will be required to pay certain costs relating to the merger, whether or not the merger is completed, such as legal, accounting, financial advisor and printing fees;

​

•

under the merger agreement, Ameris and Fidelity are subject to certain restrictions on the conduct of their business prior to completing the merger, which may adversely affect their ability to execute certain of their business strategies; and

​

•

matters relating to the merger may require substantial commitments of time and resources by the management of Ameris and Fidelity, which could otherwise have been devoted to other opportunities that may have been beneficial to Ameris and Fidelity as independent companies, as the case may be.

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In addition, if the merger is not completed, Ameris and/or Fidelity may experience negative reactions from the financial markets and from their respective customers and employees. For example, Ameris and Fidelity businesses may be impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. The market price of Ameris common stock or Fidelity common stock could decline to the extent that the current market prices reflect a market assumption that the merger will be completed. Ameris and/or Fidelity also could be subject to litigation related to any failure to complete the merger or to proceedings commenced against Ameris or Fidelity to perform their respective obligations under the merger agreement. If the merger is not completed, there is no assurance by Ameris or Fidelity that the risks described above will not materialize and will not materially affect the business, financial results and stock prices of Ameris and/or Fidelity.

Ameris and Fidelity will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Ameris or Fidelity. These uncertainties may impair Ameris’s or Fidelity’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with Ameris or Fidelity to seek to change existing business relationships with Ameris or Fidelity. Retention of certain employees by Ameris or Fidelity may be challenging while the merger is pending, as certain employees may experience uncertainty about their future roles with the combined company. If key employees depart because of issues relating to the uncertainty and difficulty of integration, or a desire not to remain with Ameris or Fidelity, Ameris’s business or Fidelity’s business could be harmed. In addition, subject to certain exceptions, Ameris and Fidelity have each agreed to operate its business in the ordinary and usual course of business in accordance with applicable law and in a manner consistent with prior practice, in each case, in all material respects, and use commercially reasonable efforts to maintain and preserve intact its business organization, to keep available the services of its current officers and employees and to preserve the rights, franchises, goodwill and relations of its customers, clients, lessors and others with whom business relationships exits. These restrictions may prevent Ameris and/or Fidelity from pursuing attractive business opportunities that may arise prior to the completion of the merger. See “The Merger Agreement — Covenants and Agreements  —  Conduct of Businesses Prior to the Completion of the Merger.”

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The combined company may be unable to retain Ameris’s and/or Fidelity’s personnel successfully after the merger is completed.

The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by Ameris and Fidelity. It is possible that these employees may decide not to remain with Ameris or Fidelity, as applicable, while the merger is pending or with the combined company after the merger is consummated. If key employees terminate their employment, or if an insufficient number of employees is retained to maintain effective operations, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating Fidelity to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, Ameris and Fidelity may not be able to locate suitable replacements for any key employees who leave either company, or to offer employment to potential replacements on reasonable terms.

Fidelity’s directors and executive officers have interests in the merger that may differ from the interests of Fidelity shareholders.

Fidelity shareholders should be aware that some of Fidelity’s directors and executive officers have interests in the merger that are different from, or in addition to, those of Fidelity shareholders generally. These interests and arrangements may create potential conflicts of interest. The Fidelity board of directors was aware of these interests and considered these interests, among other matters, when making its decision to adopt the merger agreement, and in recommending that Fidelity shareholders vote “FOR” the merger proposal. For a more complete description of these interests, see “The Merger — Interests of Fidelity’s Directors and Executive Officers in the Merger.”

The merger agreement limits Fidelity’s ability to pursue alternative acquisition proposals and requires Fidelity to pay a termination fee of  $29,000,000 under certain circumstances.

The merger agreement prohibits Fidelity from soliciting, initiating, seeking, knowingly facilitating or encouraging any third-party acquisition proposals. See “The Merger Agreement — Agreement Not to Solicit Other Offers.” The merger agreement also provides that Fidelity will be required to pay a termination fee in the amount of  $29,000,000 in the event that the merger agreement is terminated under certain circumstances, including an adverse recommendation change by the Fidelity board of directors as discussed under “The Merger Agreement — Adverse Recommendation Change” and “The Merger Agreement — Termination Fee.” These provisions might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of Fidelity from considering or proposing such an acquisition.

The unaudited pro forma condensed combined financial statements included in this joint proxy statement/​prospectus are preliminary, and the actual financial condition and results of operations of Ameris after the merger may differ materially.

The unaudited pro forma condensed combined financial statements in this joint proxy statement/​prospectus are presented for illustrative purposes only and are not necessarily indicative of what Ameris’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The preparation of the pro forma financial information is based upon available information and certain assumptions and estimates that Ameris and Fidelity currently believe are reasonable. The unaudited pro forma financial information reflects adjustments, which are based upon preliminary estimates, to allocate the purchase price to Fidelity’s net assets. The purchase price allocation reflected in this joint proxy statement/prospectus is preliminary, and the final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Fidelity as of the date of the completion of the merger. In addition, following the completion of the merger, there may be further refinements of the purchase price allocation as additional information becomes available. Accordingly, the final purchase accounting adjustments may differ materially from the pro forma adjustments reflected in this joint proxy statement/prospectus. See “Unaudited Pro Forma Condensed Combined Financial Statements.”

Ameris and Fidelity will incur transaction and integration costs in connection with the merger.

Each of Ameris and Fidelity has incurred and expects that it will incur significant, non-recurring costs in connection with negotiating the merger agreement and consummating the merger. In addition, Ameris

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will incur integration costs following the completion of the merger as Ameris integrates the businesses of the two companies, including facilities and systems consolidation costs and employment-related costs. There is no assurance that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time. See the risk factor entitled “— Combining Ameris and Fidelity may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the merger may not be realized” above. Ameris and Fidelity may also incur additional costs to maintain employee morale and to retain key employees. Ameris and Fidelity will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the merger. Some of these costs are payable regardless of whether the merger is completed. See “The Merger Agreement — Expenses and Fees.”

The fairness opinions of Ameris’s and Fidelity’s financial advisors delivered to the parties’ respective boards of directors prior to signing the merger agreement will not be updated to reflect any changes in circumstances that may have occurred since the date of such opinions.

The fairness opinion of Stephens was rendered to the Ameris board of directors on December 16, 2018, and the fairness opinions of Sandler O’Neill and FIG Partners were rendered to the Fidelity board of directors on December 16, 2018, and December 17, 2018, respectively. Changes in the operations and prospects of Ameris or Fidelity, general market and economic conditions and other factors which may be beyond the control of Ameris and Fidelity may have altered the value of Ameris or Fidelity or the market prices of the shares of Ameris common stock or Fidelity common stock as of the date of this joint proxy statement/prospectus, or may alter such values and market prices by the time the merger is completed. The respective opinions from Stephens, Sandler O’Neill and FIG Partners do not speak as of any date other than the respective dates of such opinions. See “The Merger — Opinion of Sandler O’Neill & Partners, L.P.,” “The Merger — Opinion of FIG Partners, LLC” and “The Merger — Opinion of Stephens Inc.”

The shares of Ameris common stock to be received by Fidelity shareholders as a result of the merger will have different rights from the shares of Fidelity common stock.

Upon completion of the merger, Fidelity shareholders will become Ameris shareholders and their rights as shareholders will be governed by the GBCC and Ameris’s articles of incorporation and bylaws. The rights associated with Fidelity common stock are different from the rights associated with Ameris common stock. See “Comparison of Shareholders’ Rights” for a discussion of the different rights associated with Ameris common stock.

Ameris shareholders and Fidelity shareholders will have a reduced ownership and voting interest in the combined company after the merger and will exercise less influence over its management, as compared to their ownership and voting interests in Ameris and Fidelity, respectively, prior to the merger.

Ameris shareholders and Fidelity shareholders currently have the right to vote in the election of the board of directors and on other matters affecting Ameris and Fidelity, respectively. Upon completion of the merger, each Fidelity shareholder who receives shares of Ameris common stock will become an Ameris shareholder, with a percentage ownership of Ameris that is smaller than such shareholder’s percentage ownership of Fidelity. Based on the number of issued and outstanding shares of Ameris common stock and shares of Fidelity common stock (including Fidelity restricted stock awards), in each case as of March 20, 2019, the latest practicable trading date before the date of this joint proxy statement/prospectus, and based on the exchange ratio of 0.80, it is expected that former Fidelity shareholders, as a group, will receive shares in the merger constituting approximately 31.7% of the shares of Ameris common stock expected to be issued and outstanding immediately after the merger.

As a result, current Ameris shareholders as a group will own approximately 68.3% of the outstanding shares of Ameris common stock immediately after the merger. Because of this, current Fidelity shareholders, as a group, will have less influence on the Ameris board of directors, management and policies (as the combined company following the merger) than they now have on the Fidelity board of directors, management and policies, and the current Ameris shareholders, as a group, will have less influence on the Ameris board of directors, management and policies (as the combined company following the merger) than they now have on the Ameris board of directors, management and policies.

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Lawsuits filed against Ameris and Fidelity, and their respective directors, may prevent the merger from becoming effective or from becoming effective within the expected timeframe or result in the payment of damages.

Transactions like the merger are frequently the subject of litigation or other legal proceedings, including actions alleging that the board of directors of either Ameris or Fidelity breached their respective fiduciary duties to their shareholders by entering into the merger agreement, by failing to obtain a greater value in the transaction for their shareholders or otherwise. For information about current litigation that is pending against Fidelity, its directors and Ameris in connection with the merger, see “The Merger — Litigation Relating to the Merger.” Both Ameris and Fidelity believe that such pending litigation is without merit, but the ultimate resolution of the lawsuit cannot be predicted with certainty. Additional litigation or other proceedings may also be brought against either Ameris or Fidelity or against the board of directors of either company, and there is no assurance that such parties would be successful in defending against such litigation or proceedings. An adverse outcome in pending or possible future litigation or proceedings, as well as the costs and efforts of a defense even if successful, could have a material adverse effect on the business, results of operation or financial position of Ameris, Fidelity or the combined company, including through the possible diversion of either company’s resources or distraction of key personnel.

Further, one of the conditions to the completion of the merger is the absence of any law or order enacted or issued by any governmental authority which has the effect of making illegal or preventing or prohibiting the completion of the transactions contemplated by the merger agreement. If any plaintiff were successful in obtaining an injunction prohibiting Fidelity or Ameris from completing the merger on the agreed upon terms, then such injunction may prevent the merger from becoming effective or from becoming effective within the expected timeframe and could result in significant costs to Fidelity and/or Ameris, including any cost associated with the indemnification of directors and officers. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect Ameris’s business, financial condition, results of operations and cash flow.

Fidelity shareholders will not have appraisal rights or dissenters’ rights in the merger.

Appraisal rights (also known as dissenters’ rights) are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction. Under the GBCC, a shareholder may not dissent from a merger as to shares that are listed on a national securities exchange or held of record by more than 2,000 shareholders at the record date fixed to determine the shareholders entitled to receive notice of the meeting of shareholders to vote upon the agreement of merger or consolidation, and such shareholders accept as consideration for their shares the shares of the surviving corporation or another publicly held corporation which at the effective date of the merger are either listed on a national securities exchange or held of record by more than 2,000 shareholders, except for cash paid in lieu of fractional shares.

Because (i) Fidelity common stock is listed on the Nasdaq, a national securities exchange, and is expected to continue to be so listed on the record date for the Fidelity special meeting, (ii) the merger otherwise satisfies the foregoing requirements of the GBCC, and (iii) Fidelity shareholders will receive shares of Ameris common stock as merger consideration, which are currently listed on the Nasdaq, and are expected to continue to be so listed at the effective date of the merger, the Fidelity shareholders will not be entitled to any appraisal rights or dissenters’ rights in connection with the merger.

Other Risk Factors of Ameris and Fidelity

Ameris’s and Fidelity’s businesses are and will be subject to the risks described above. In addition, Ameris and Fidelity are, and will continue to be subject to the risks described in Ameris’s Annual Report on Form 10-K for the year ended December 31, 2018 and Fidelity’s Annual Report on Form 10-K for the year ended December 31, 2018, in each case, as such risks may be updated or supplemented in each company’s subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information.”

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THE FIDELITY SPECIAL MEETING

Date, Time and Place

The Fidelity special meeting will be held on May 6, 2019, at 11:00 a.m. Eastern Time at Fidelity’s offices located at One Securities Centre, 3490 Piedmont Road NE, Suite 1550, Atlanta, Georgia 30305. On or about March 28, 2019, Fidelity will commence mailing this joint proxy statement/prospectus and the enclosed form of proxy to its shareholders entitled to vote at the Fidelity special meeting.

Purpose of the Special Fidelity Meeting

At the Fidelity special meeting, Fidelity shareholders will be asked to consider and vote upon the following matters:

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the merger proposal;

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the Fidelity compensation proposal; and

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the Fidelity adjournment proposal.

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Recommendation of the Fidelity Board of Directors

The Fidelity board of directors unanimously recommends that Fidelity shareholders vote “FOR” the merger proposal, “FOR” the Fidelity compensation proposal and “FOR” the Fidelity adjournment proposal. See “The Merger — Fidelity’s Reasons for the Merger; Recommendation of the Fidelity Board of Directors” for a more detailed discussion of the Fidelity board of directors’ recommendation.

Fidelity Record Date and Quorum

The Fidelity board of directors has fixed the close of business on March 14, 2019 as the record date for determining the holders of Fidelity common stock entitled to receive notice of, and to vote at, the Fidelity special meeting. As of the Fidelity record date, there were 27,595,825 shares of Fidelity common stock outstanding and entitled to vote at the Fidelity special meeting held by 1,333 holders of record.

To transact business at the Fidelity special meeting, the presence, in person or represented by proxy, of at least a majority of the total number of outstanding shares of Fidelity common stock entitled to vote at the Fidelity special meeting is necessary in order to constitute a quorum for purposes of the matters being voted on at the Fidelity special meeting. Abstentions and broker non-votes will be treated as present at the Fidelity special meeting for purposes of determining the presence or absence of a quorum for the transaction of all business. In the event that a quorum is not present at the Fidelity special meeting, the holders of a majority of the voting shares represented at the Fidelity special meeting, in person or by proxy, may adjourn the meeting from time to time to another time and/or place until a quorum is so present or represented.

Fidelity Voting Rights

Each share of Fidelity common stock entitles the holder to one vote at the Fidelity special meeting on each proposal to be considered at the Fidelity special meeting.

Required Vote

Approval of the merger proposal requires the affirmative vote of the holders of at least 662∕3% of the outstanding shares of Fidelity common stock entitled to vote on the proposal. Assuming a quorum is present, approval of the Fidelity compensation proposal and the Fidelity adjournment proposal (if necessary or appropriate) requires the affirmative vote of the holders of a majority of the votes cast at the Fidelity special meeting.

Shares Held by Officers and Directors

As of the Fidelity record date, the directors and executive officers of Fidelity and their affiliates beneficially owned and were entitled to vote 5,049,943 shares of Fidelity common stock representing approximately 18.3% of the shares of Fidelity common stock outstanding on that date. As of the Fidelity

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record date, Ameris, the directors and officers of Ameris and their affiliates beneficially owned no shares of Fidelity common stock outstanding on that date.

Each director of Fidelity who beneficially owns 1% or more of the outstanding Fidelity common stock, solely in such director’s capacity as a Fidelity shareholder, has entered into a voting agreement with Ameris and Fidelity, pursuant to which such director has agreed to vote in favor of the merger proposal and against any alternative acquisition proposal. As of the Fidelity record date, the directors of Fidelity who are parties to the voting agreement were entitled to vote 4,386,188 shares of Fidelity common stock representing approximately 15.9% of the shares of Fidelity common stock outstanding on that date.

Treatment of Abstentions; Failure to Vote

For purposes of the Fidelity special meeting, an abstention occurs when a Fidelity shareholder attends the Fidelity special meeting, either in person or by proxy, but abstains from voting or marks abstain on such shareholder’s proxy card for the merger proposal, an abstention or a failure to vote, either in person or by proxy, at the Fidelity special meeting will have the same effect as a vote cast against the merger proposal.

For the Fidelity compensation proposal and the Fidelity adjournment proposal, an abstention or failure to vote, either in person or by proxy, at the Fidelity special meeting will have no effect on the outcome of the vote. For each of these proposals, abstentions are not treated as votes cast and will have no effect on the outcome of the vote, though abstentions are counted towards establishing a quorum.

Voting of Proxies; Incomplete Proxies

Giving a proxy means that a Fidelity shareholder authorizes the persons named in the enclosed proxy card to vote its shares of Fidelity common stock at the Fidelity special meeting in the manner such shareholder directs. A Fidelity shareholder may vote by proxy or in person at the Fidelity special meeting. If you hold your shares of Fidelity common stock in your name as a shareholder of record, to submit a proxy, you, as a Fidelity shareholder, may use one of the following methods:

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By mail:   Complete, sign, date and return the enclosed proxy card to Fidelity using the enclosed postage-paid envelope. The envelope requires no additional postage if mailed in the United States.

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By telephone:   Use any touch-tone telephone to vote your proxy by calling toll-free (800) 652-8683 and following the voice recorded instructions. Please have your proxy card available when you call. Voting by telephone is available 24 hours a day, 7 days a week until 11:59 p.m. Eastern Time on the day before the Fidelity special meeting.

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Via the Internet:   Use the Internet to vote your proxy by accessing the website www.investorvote.com/LION and following the instructions on the website to obtain your records and submit an electronic ballot. Please have your proxy card available when you access this voting site. Voting via the Internet is available 24 hours a day, 7 days a week until 11:59 p.m. Eastern Time on the day before the Fidelity special meeting.

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When the accompanying proxy is returned properly executed prior to the Fidelity special meeting, the shares of Fidelity common stock represented by it will be voted at the Fidelity special meeting in accordance with the instructions contained on the proxy card. If any proxy is returned without indication as to how to vote, the shares of Fidelity common stock represented by the proxy will be voted as recommended by the Fidelity board of directors.

If a Fidelity shareholder’s shares of Fidelity common stock are held in “street name” by a broker, bank or other nominee, the Fidelity shareholder should check the voting form used by that firm to determine whether it may vote by telephone or via the Internet.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF FIDELITY COMMON STOCK YOU OWN. Accordingly, each Fidelity shareholder should complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope, or vote via the Internet or by telephone as soon as possible, whether or not such Fidelity shareholder plans to attend the Fidelity special meeting in person.

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Shares Held in “Street Name”; Broker Non-Votes

If you are a Fidelity shareholder and your shares of Fidelity common stock are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee’s ability to vote your shares of Fidelity common stock for you is governed by the rules of the NYSE. Without your specific instruction, a broker, bank or other nominee may only vote your shares of Fidelity common stock on routine proposals. As such, your broker, bank or other nominee will submit a proxy card on your behalf as to routine proposals but leave your shares of Fidelity common stock unvoted on non-routine proposals — this is known as a “broker non-vote.” The merger proposal, the Fidelity compensation proposal and the Fidelity adjournment proposal are regarded as non-routine matters and your broker, bank or other nominee will not vote on these matters without instructions from you. Therefore, if you are a Fidelity shareholder holding your shares of Fidelity common stock in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares of Fidelity common stock:

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your broker, bank or other nominee will not vote your shares of Fidelity common stock on the merger proposal, which broker non-votes will have the same effect as a vote cast “AGAINST” this proposal; and

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your broker, bank or other nominee will not vote your shares of Fidelity common stock on the Fidelity compensation proposal or the Fidelity adjournment proposal, which broker non-votes will have no effect on the vote count for these proposals.

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Revocability of Proxies and Changes to a Fidelity Shareholder’s Vote

If you have submitted your proxy and would like to revoke it, you may do so before your shares of Fidelity common stock are voted at the Fidelity special meeting by taking any of the following actions:

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delivering a written notice bearing a date later than the date of your proxy to the Corporate Secretary of Fidelity stating that you revoke your proxy, which notice must be received by Fidelity prior to the beginning the Fidelity special meeting;

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completing, signing, dating and returning to the secretary of Fidelity a new proxy card relating to the same shares of Fidelity common stock and bearing a later date, which new proxy card must be received by Fidelity prior to the beginning of the Fidelity special meeting;

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casting a new vote by telephone or via the Internet at any time before 11:59 p.m. Eastern Time on the day before the Fidelity special meeting; or

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attending the Fidelity special meeting and voting in person, although attendance at the Fidelity special meeting will not, by itself, revoke a proxy.

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If you choose to send a written notice of revocation or to mail a new proxy to Fidelity, you must submit your notice of revocation or your new proxy to Fidelity Southern Corporation, Attention: Corporate Secretary, 3490 Piedmont Road, Suite 1550, Atlanta Georgia 30305.

If you have instructed a broker, bank or other nominee to vote your shares of Fidelity common stock, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

Fidelity shareholders retain the right to revoke their proxies in the manner described above. Unless so revoked, the shares of Fidelity common stock represented by such proxies will be voted at the Fidelity special meeting and all adjournments or postponements thereof.

Solicitation of Proxies

Fidelity is soliciting your proxy in conjunction with the merger. The cost of solicitation of proxies for the Fidelity special meeting will be borne by Fidelity. Fidelity will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of common stock. Fidelity has retained Innisfree to assist in the solicitation of

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proxies for a fee of approximately $12,500 plus related fees for any additional services and reasonable out-of-pocket expenses. In addition, Fidelity’s directors, officers and employees may also solicit proxies by mail, telephone, facsimile, electronic mail or in person, but no additional compensation will be paid to them.

Attending the Fidelity Special Meeting

All Fidelity shareholders of record as of the record date, or their duly appointed proxies, may attend the Fidelity special meeting. If you plan to attend the Fidelity special meeting, you must hold your shares of Fidelity common stock in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, you must bring a form of personal photo identification with you in order to be admitted to the Fidelity special meeting. Fidelity reserves the right to refuse admittance to anyone without proper proof of stock ownership or without proper photo identification.

If your shares of Fidelity common stock are held in “street name” by a bank, broker or other nominee and you wish to attend the Fidelity special meeting, please bring evidence of your beneficial ownership of your shares (e.g., a copy of a recent brokerage statement showing the shares) and valid photo identification with you to the Fidelity special meeting. If you intend to vote in person at the Fidelity special meeting and you own your shares in “street name,” you also are required to bring to the Fidelity special meeting a legal proxy, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee.

The use of cameras, sound recording equipment, communications devices, or any similar equipment during the Fidelity special meeting is prohibited without Fidelity’s express written consent.

Assistance

If you have any questions concerning the merger or this joint proxy statement/prospectus, would like additional copies of this joint proxy statement/prospectus, or need help voting your shares of Fidelity common stock, please direct your inquiry to Fidelity Southern Corporation, Attention: Investor Relations, at (404) 240-1504, or Fidelity’s proxy solicitor, Innisfree, toll-free at (888) 750-5834 or collect at (212) 750-5833.

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FIDELITY PROPOSALS

Proposal No. 1: Merger Proposal

As discussed elsewhere in this joint proxy statement/prospectus, Fidelity shareholders will consider and vote on the merger proposal at the Fidelity special meeting. Fidelity shareholders must approve the merger proposal in order for the merger to occur. If Fidelity shareholders fail to approve the merger proposal, the merger will not occur.

Accordingly, Fidelity is asking Fidelity shareholders to vote to approve the merger proposal, either by attending the Fidelity special meeting and voting in person or by submitting a proxy. You should carefully read this joint proxy statement/prospectus in its entirety for more detailed information concerning the merger agreement and the transactions contemplated thereby. In particular, you are urged to read the merger agreement in its entirety, which is attached as Annex A to this joint proxy statement/prospectus.

Approval of the merger proposal requires the affirmative vote of 662∕3% of the outstanding shares of Fidelity common stock entitled to vote thereon. For the merger proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” If you abstain or if your shares of Fidelity common stock are not present at the Fidelity special meeting, either in person or by proxy, it will have the same effect as a vote “AGAINST” the merger proposal. If you hold your shares of Fidelity common stock through a broker, bank or other nominee and you do not instruct your broker, bank or other nominee on how to vote your shares on the merger proposal, your broker, bank or other nominee will not vote your shares of Fidelity common stock on the merger proposal, which broker non-votes will have the same effect as a vote “AGAINST” such proposal.

The Fidelity board of directors unanimously recommends that Fidelity shareholders vote “FOR” the merger proposal.

Proposal No. 2: Fidelity Compensation Proposal

Pursuant to the Dodd-Frank Act and Rule 14a-21(c) of the Exchange Act, Fidelity is seeking non-binding, advisory shareholder approval of the compensation of Fidelity’s named executive officers that is based on or otherwise relates to the merger as discussed under “The Merger — Merger-related Compensation for Fidelity’s Named Executive Officers.” The proposal gives Fidelity shareholders the opportunity to express their views on the merger-related compensation of Fidelity’s named executive officers. Accordingly, Fidelity is requesting shareholders to adopt the following resolution, on a non-binding, advisory basis:

“RESOLVED, that the compensation that may be paid or become payable to Fidelity’s named executive officers in connection with the merger, and the agreements or understandings pursuant to which such compensation may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “The Merger — Merger-related Compensation for Fidelity’s Named Executive Officers,” is hereby APPROVED on a non-binding, advisory basis.”

The vote on this proposal is a vote separate and apart from the vote of the Fidelity shareholders to approve the merger proposal and approval of the Fidelity compensation proposal is not a condition to completion of the merger. Accordingly, a holder of Fidelity common stock may vote to not approve the Fidelity compensation proposal and vote to approve the merger proposal or vice versa. The vote with respect to the Fidelity compensation proposal is advisory only and will not be binding on Fidelity or Ameris, regardless of whether the other proposals are approved. If the merger is completed, the merger-related compensation may be paid to Fidelity’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if Fidelity shareholders fail to approve the Fidelity compensation proposal.

Assuming a quorum is present, approval of the Fidelity compensation proposal requires the affirmative vote of a majority of the votes cast on such proposal at the Fidelity special meeting. For the Fidelity compensation proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” If your shares of Fidelity common stock are not present at the Fidelity special meeting, either in person or by proxy, it will have no effect on the Fidelity compensation proposal (assuming a quorum is present). If you abstain, your

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abstention will have no effect on the Fidelity compensation proposal, although it will be counted toward establishing a quorum. If you hold your shares of Fidelity common stock through a broker, bank or other nominee and you do not instruct your broker, bank or other nominee on how to vote your shares of Fidelity common stock on the Fidelity compensation proposal, your broker, bank or other nominee will not vote your shares of Fidelity common stock on the Fidelity compensation proposal, which broker non-votes will have no effect on the vote count for such proposal.

The Fidelity board of directors unanimously recommends that Fidelity shareholders vote “FOR” the Fidelity compensation proposal.

Proposal No. 3: Adjournment Proposal

The Fidelity special meeting may be adjourned to another time or place, if necessary or appropriate, to permit further solicitation of proxies in favor of the merger proposal.

If, at the Fidelity special meeting, the number of shares of Fidelity common stock present in person or represented by proxy and voting in favor of the merger proposal is insufficient to approve the merger proposal, Fidelity may move to adjourn the Fidelity special meeting in order to enable the Fidelity board of directors to solicit additional proxies in favor of the merger proposal.

In the Fidelity adjournment proposal, Fidelity is asking its shareholders to authorize the holder of any proxy solicited by the Fidelity board of directors to vote in favor of granting discretionary authority to the proxy holders, and each of them individually, to adjourn the Fidelity special meeting to another time and/or place for the purpose of soliciting additional proxies. If the Fidelity shareholders approve the Fidelity adjournment proposal, Fidelity could adjourn the Fidelity special meeting and any adjourned session of the Fidelity special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from Fidelity shareholders who have previously voted. Fidelity does not intend to call a vote on adjournment of the special meeting to solicit additional proxies if the merger proposal is adopted at the Fidelity special meeting.

Assuming a quorum is present, approval of the Fidelity adjournment proposal (if necessary or appropriate) requires the affirmative vote of a majority of the votes cast on such proposal at the Fidelity special meeting. For the Fidelity adjournment proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” If your shares of Fidelity common stock are not present at the Fidelity special meeting, either in person or by proxy, it will have no effect on the Fidelity adjournment proposal (assuming a quorum is present). If you abstain, your abstention will have no effect on the Fidelity adjournment proposal, although it will be counted toward establishing a quorum. If you hold your shares of Fidelity common stock through a broker, bank or other nominee and you do not instruct your broker, bank or other nominee on how to vote your shares of Fidelity common stock on the Fidelity adjournment proposal, your broker, bank or other nominee will not vote your shares of Fidelity common stock on the Fidelity adjournment proposal, which broker non-votes will have no effect on the vote count for such proposal.

The Fidelity board of directors unanimously recommends that Fidelity shareholders vote “FOR” the Fidelity adjournment proposal (if necessary or appropriate).

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THE AMERIS SPECIAL MEETING

Date, Time and Place

The Ameris special meeting will be held on May 6, 2019, at 11:00 a.m. Eastern Time, at Ameris’s offices located at 1301 Riverplace Boulevard, Suite 2600, Jacksonville, Florida 32207. On or about March 28, 2019, Ameris will commence mailing this joint proxy statement/prospectus and the enclosed form of proxy to its shareholders entitled to vote at the Ameris special meeting

Purpose of the Ameris Special Meeting

At the Ameris special meeting, Ameris shareholders will be asked to consider and vote upon the following matters:

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the Ameris share issuance proposal; and

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the Ameris adjournment proposal.

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Recommendation of the Ameris Board of Directors

The Ameris board of directors unanimously recommends that Ameris shareholders vote “FOR” the Ameris share issuance proposal and “FOR” the Ameris adjournment proposal. See “The Merger —  Ameris’s Reasons for the Merger; Recommendation of the Ameris Board of Directors” for a more detailed discussion of the Ameris board of directors’ recommendation.

Ameris Record Date and Quorum

The Ameris board of directors has fixed the close of business on March 14, 2019 as the record date for determining the holders of Ameris common stock entitled to receive notice of, and to vote at, the Ameris special meeting. As of the Ameris record date, there were 47,585,309 shares of Ameris common stock outstanding and entitled to vote at the Ameris special meeting held by 2,669 holders of record.

To transact business at the Ameris special meeting, the presence, in person or represented by proxy, of at least a majority of the total number of outstanding shares of Ameris common stock entitled to vote at the Ameris special meeting is necessary in order to constitute a quorum for purposes of the matters being voted on at the Ameris special meeting. Abstentions and broker non-votes will be treated as present at the Ameris special meeting for purposes of determining the presence or absence of a quorum for the transaction of all business. In the event that a quorum is not present at the Ameris special meeting, the holders of a majority of the voting shares represented at the Ameris special meeting, in person or by proxy, may adjourn the meeting from time to time to another time and/or place until a quorum is so present or represented.

Ameris Voting Rights

Each share of Ameris common stock entitles the holder to one vote at the Ameris special meeting on each proposal to be considered at the Ameris special meeting.

Required Vote

Assuming a quorum is present, approval of the Ameris share issuance proposal and Ameris adjournment proposal (if necessary or appropriate) requires the affirmative vote of a majority of the votes cast on such proposal at the Ameris special meeting.

Shares Held by Officers and Directors

As of the Ameris record date, the directors and executive officers of Ameris and their affiliates owned and were entitled to vote approximately 939,892 shares of Ameris common stock, representing approximately 2.0% of the shares of Ameris common stock outstanding on that date. As of the Ameris record date, Fidelity, the directors and officers of Fidelity and their affiliates beneficially owned no shares of Ameris common stock outstanding on that date.

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Treatment of Abstentions; Failure to Vote

For purposes of the Ameris special meeting, an abstention occurs when an Ameris shareholder attends the Ameris special meeting, either in person or by proxy, but abstains from voting or marks abstain on such shareholder’s proxy card. For each of the Ameris share issuance proposal and the Ameris adjournment proposal, an abstention or failure to vote, either in person or by proxy, at the Ameris special meeting will have no effect on the outcome of the vote. For these proposals, abstentions are not treated as votes cast and will have no effect on the outcome of the vote on the Ameris share issuance proposal or the Ameris adjournment proposal, though abstentions are counted towards establishing a quorum.

Voting of Proxies; Incomplete Proxies

Giving a proxy means that an Ameris shareholder authorizes the persons named in the enclosed proxy card to vote its shares of Ameris common stock at the Ameris special meeting in the manner such shareholder directs. An Ameris shareholder may vote by proxy or in person at the Ameris special meeting. If you hold your shares of Ameris common stock in your name as a shareholder of record, to submit a proxy, you, as an Ameris shareholder, may use one of the following methods:

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By mail:   Complete, sign, date and return the enclosed proxy card to Ameris using the enclosed postage-paid envelope. The envelope requires no additional postage if mailed in the United States.

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By telephone:   Use any touch-tone telephone to vote your proxy by calling toll-free (800) 652-8683 and following the voice recorded instructions. Please have your proxy card available when you call. Voting by telephone is available 24 hours a day, 7 days a week until 11:59 p.m. Eastern Time on the day before the Ameris special meeting.

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Via the Internet:   Use the Internet to vote your proxy by accessing the website www.investorvote.com/ameris and following the instructions on the website to obtain your records and submit an electronic ballot. Please have your proxy card available when you access this voting site. Voting via the Internet is available 24 hours a day, 7 days a week until 11:59 p.m. Eastern Time on the day before the Ameris special meeting.

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When the accompanying proxy is returned properly executed prior to the Ameris special meeting, the shares of Ameris common stock represented by it will be voted at the Ameris special meeting in accordance with the instructions contained on the proxy card. If any proxy is returned without indication as to how to vote, the shares of Ameris common stock represented by the proxy will be voted as recommended by the Ameris board of directors.

If an Ameris shareholder’s shares of Ameris common stock are held in “street name” by a broker, bank or other nominee, the Ameris shareholder should check the voting form used by that firm to determine whether it may vote by telephone or via the Internet.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF AMERIS COMMON STOCK YOU OWN. Accordingly, each Ameris shareholder should complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope, or vote via the Internet or by telephone as soon as possible, whether or not such Ameris shareholder plans to attend the Ameris special meeting in person.

Shares Held in “Street Name”; Broker Non-Votes

If you are an Ameris shareholder and your shares of Ameris common stock are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee’s ability to vote your shares of Ameris common stock for you is governed by the rules of the NYSE. Without your specific instruction, a broker, bank or other nominee may only vote your shares of Ameris common stock on routine proposals. As such, your broker, bank or other nominee will submit a proxy card on your behalf as to routine proposals but leave your shares of Ameris common stock unvoted on non-routine proposals — this is known as a “broker non-vote.” The Ameris share issuance proposal and the Ameris adjournment proposal are regarded as non-routine matters and your broker, bank or other nominee will not vote on these matters without instructions from you. Therefore, if you are an Ameris shareholder holding your shares of Ameris

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common stock in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares of Ameris common stock, your broker, bank or other nominee will not vote your shares on the Ameris share issuance proposal or the Ameris adjournment proposal, which broker non-votes will have no effect on the outcome of the vote for these proposals.

Revocability of Proxies and Changes to an Ameris Shareholder’s Vote

If you have submitted your proxy and would like to revoke it, you may do so before your shares of Ameris common stock are voted at the Ameris special meeting by taking any of the following actions:

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delivering a written notice bearing a date later than the date of your proxy to the Corporate Secretary of Ameris stating that you revoke your proxy, which notice must be received by Ameris prior to the beginning the Ameris special meeting;

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completing, signing, dating and returning to the Corporate Secretary of Ameris a new proxy card relating to the same shares of Ameris common stock and bearing a later date, which new proxy card must be received by Ameris prior to the beginning of the Ameris special meeting;

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casting a new vote by telephone or via the Internet at any time before 11:59 p.m. Eastern Time on the day before the Ameris special meeting; or

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attending the Ameris special meeting and voting in person, although attendance at the Ameris special meeting will not, by itself, revoke a proxy.

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If you choose to send a written notice of revocation or to mail a new proxy to Ameris, you must submit your notice of revocation or your new proxy to Ameris Bancorp, Attention: Corporate Secretary, 310 First Street, S.E., Moultrie, Georgia 31768.

If you have instructed a broker, bank or other nominee to vote your shares of Ameris common stock, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

Ameris shareholders retain the right to revoke their proxies in the manner described above. Unless so revoked, the shares of Ameris common stock represented by such proxies will be voted at the Ameris special meeting and all adjournments or postponements thereof.

Solicitation of Proxies

Ameris is soliciting your proxy in conjunction with the merger. The cost of solicitation of proxies for the Ameris special meeting will be borne by Ameris. Ameris will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of common stock. Ameris has retained Georgeson to assist in the solicitation of proxies for a fee of approximately $10,000 plus related fees for any additional services and reasonable out-of-pocket expenses. In addition, Ameris’s directors, officers and employees may also solicit proxies by mail, telephone, facsimile, electronic mail or in person, but no additional compensation will be paid to them.

Attending the Ameris Special Meeting

All Ameris shareholders of record as of the record date, or their duly appointed proxies, may attend the Ameris special meeting. If you plan to attend the Ameris special meeting, you must hold your shares of Ameris common stock in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, you must bring a form of personal photo identification with you in order to be admitted to the Ameris special meeting. Ameris reserves the right to refuse admittance to anyone without proper proof of stock ownership or without proper photo identification.

If your shares of Ameris common stock are held in “street name” by a bank, broker or other nominee and you wish to attend the Ameris special meeting, please bring evidence of your beneficial ownership of your shares (e.g., a copy of a recent brokerage statement showing the shares) and valid photo identification

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with you to the Ameris special meeting. If you intend to vote in person at the Ameris special meeting and you own your shares in “street name,” you also are required to bring to the Ameris special meeting a legal proxy, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee.

The use of cameras, sound recording equipment, communications devices, or any similar equipment during the Ameris special meeting is prohibited without Ameris’s express written consent.

Assistance

If you have any questions concerning the merger or this joint proxy statement/prospectus, would like additional copies of this joint proxy statement/prospectus, or need help voting your shares of Ameris common stock, please direct your inquiry to Ameris Bancorp, Attention: Corporate Secretary, at (229) 890-1111, or Ameris’s proxy solicitor, Georgeson, toll-free at (866)  431-2096.

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AMERIS PROPOSALS

Proposal No. 1: Ameris Share Issuance Proposal

As discussed elsewhere in this joint proxy statement/prospectus, Ameris shareholders will consider and vote on the Ameris share issuance proposal at the Ameris special meeting. Ameris shareholders must approve the Ameris share issuance proposal in order for the merger to occur. If Ameris shareholders fail to approve the Ameris share issuance proposal, the merger will not occur.

Accordingly, Ameris is asking Ameris shareholders to vote to approve the Ameris share issuance proposal, either by attending the Ameris special meeting and voting in person or by submitting a proxy. You should carefully read this joint proxy statement/prospectus in its entirety for more detailed information concerning the Ameris share issuance. In particular, you are urged to read the merger agreement in its entirety, which is attached as Annex A to this joint proxy statement/prospectus.

Assuming a quorum is present, approval of the Ameris share issuance proposal requires the affirmative vote of a majority of the votes cast on such proposal at the Ameris special meeting. For the Ameris share issuance proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” If your shares of Ameris common stock are not present at the Ameris special meeting, either in person or by proxy, it will have no effect on the Ameris share issuance proposal (assuming a quorum is present). If you abstain, your abstention will have no effect on the Ameris share issuance proposal, although it will be counted toward establishing a quorum. If you hold your shares of Ameris common stock through a broker, bank or other nominee and you do not instruct your broker, bank or other nominee on how to vote your shares of Ameris common stock on the Ameris share issuance proposal, your broker, bank or other nominee will not vote your shares of Ameris common stock on the Ameris share issuance proposal, which broker non-votes will have no effect on the vote count for such proposal.

The Ameris board of directors unanimously recommends that Ameris shareholders vote “FOR” the Ameris share issuance proposal.

Proposal No. 2: Ameris Adjournment Proposal

The Ameris special meeting may be adjourned to another time or place, if necessary or appropriate, to permit further solicitation of proxies in favor of the Ameris share issuance proposal.

If, at the Ameris special meeting, the number of shares of Ameris common stock present in person or represented by proxy and voting in favor of the Ameris share issuance proposal is insufficient to approve the Ameris share issuance proposal, Ameris may move to adjourn the Ameris special meeting in order to enable the Ameris board of directors to solicit additional proxies in favor of the Ameris share issuance proposal.

In the Ameris adjournment proposal, Ameris is asking its shareholders to authorize the holder of any proxy solicited by the Ameris board of directors to vote in favor of granting discretionary authority to the proxy holders, and each of them individually, to adjourn the Ameris special meeting to another time and/or place for the purpose of soliciting additional proxies. If the Ameris shareholders approve the Ameris adjournment proposal, Ameris could adjourn the Ameris special meeting and any adjourned session of the Ameris special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from Ameris shareholders who have previously voted. Ameris does not intend to call a vote on adjournment of the special meeting to solicit additional proxies if the Ameris share issuance proposal is approved at the Ameris special meeting.

Assuming a quorum is present, approval of the Ameris adjournment proposal (if necessary or appropriate) requires the affirmative vote of a majority of the votes cast on such proposal at the Ameris special meeting. For the Ameris adjournment proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” If your shares of Ameris common stock are not present at the Ameris special meeting, either in person or by proxy, it will have no effect on the Ameris adjournment proposal (assuming a quorum is present). If you abstain, your abstention will have no effect on the Ameris adjournment proposal, although it will be counted toward establishing a quorum. If you hold your shares of Ameris common stock through a broker, bank or other nominee and you do not instruct your broker, bank or other nominee on how to

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vote your shares of Ameris common stock on the Ameris adjournment proposal, your broker, bank or other nominee will not vote your shares of Ameris common stock on the Ameris adjournment proposal, which broker non-votes will have no effect on the vote count for such proposal.

The Ameris board of directors unanimously recommends that Ameris shareholders vote “FOR” the Ameris adjournment proposal.

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THE PARTIES

Ameris Bancorp

Ameris Bancorp is a bank holding company that was incorporated under the laws of the State of Georgia in 1980 and is headquartered in Moultrie, Georgia. Ameris’s business is conducted primarily through Ameris Bank, a Georgia state-chartered bank and a wholly owned subsidiary of Ameris. Through Ameris Bank, Ameris provides a full range of banking services to its retail and commercial customers through 125 branches primarily concentrated in select markets in Georgia, Alabama, Florida and South Carolina. These branches serve distinct communities in Ameris’s business areas with autonomy but do so as one bank, leveraging Ameris’s favorable geographic footprint in an effort to acquire more customers. Deposits with Ameris Bank are insured, up to applicable limits, by the FDIC.

Ameris’s business model capitalizes on the efficiencies of a large financial services company while still providing the community with the personalized banking service expected by its customers. As a bank holding company, Ameris performs certain shareholder and investor relations functions and seeks to provide financial support, if necessary, to Ameris Bank. Ameris Bank is managed through a balance of decentralized management responsibilities and efficient centralized operating systems, products and loan underwriting standards. The Ameris board of directors and senior managers establish corporate policy, strategy and administrative policies. Within Ameris’s established guidelines and policies, the banker closest to the customer responds to the differing needs and demands of his or her unique market.

Throughout Ameris’s history, Ameris strategy has been focused on growing its franchise in its historical markets and in select new markets that Ameris has entered through acquisitions. Ameris believes that this strategy has resulted in a consistent record of strong growth over an extended period of time, as Ameris has grown from $2.11 billion in total assets at December 31, 2007 to $11.44 billion in total assets at December 31, 2018. At December 31, 2018, Ameris also had total loans (net of allowance for loan losses) of  $8.48 billion, total deposits of  $9.65 billion and shareholders’ equity of  $1.46 billion.

The Ameris common stock is listed on the Nasdaq under the symbol “ABCB.”

Ameris’s principal executive offices are located at 310 First Street, S.E., Moultrie, Georgia 31768, and its telephone number is (229) 890-1111. Its website is http://www.amerisbank.com. The information on Ameris’s website is not part of this joint proxy statement/prospectus, and the reference to Ameris’s website address does not constitute incorporation by reference of any information on that website into this joint proxy statement/prospectus.

Additional information about Ameris and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information.”

Fidelity Southern Corporation

Fidelity Southern Corporation is a bank holding company headquartered in Atlanta, Georgia. Fidelity conducts operations primarily through Fidelity Bank, a state chartered wholly-owned subsidiary bank. Fidelity Bank was organized as a national banking corporation in 1973 and converted to a Georgia chartered state bank in 2003. LionMark Insurance Company is a wholly-owned subsidiary of Fidelity and is an insurance agency offering consumer credit related insurance products. Fidelity also owns three subsidiaries established to issue trust preferred securities.

Since Fidelity’s inception in 1973, it has pursued managed, profitable growth through providing quality financial services. Fidelity’s mission is to continue growth, improve earnings and increase shareholder value; to treat customers, employees, community and shareholders according to the “Golden Rule”; and to operate within a culture of strong internal controls. Fidelity’s franchise primarily spans the metropolitan Atlanta, Jacksonville, Orlando, Tallahassee and Sarasota-Bradenton, Florida markets. Fidelity also conducts indirect automobile lending in Georgia and Florida and residential mortgage lending throughout the South. Small business administration lending has a nation-wide footprint.

Fidelity’s customers are primarily individuals and small to medium-sized businesses. Fidelity is primarily engaged in attracting deposits from individuals and businesses and using these deposits and borrowed funds to originate commercial, residential mortgage, construction and installment loans. Fidelity

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actively sells residential mortgage loans, small business administration loans and indirect automobile loans, retaining servicing on a significant amount of the sales. Internet banking, including online bill pay and mobile deposit, and internet cash management services are available to individuals and businesses. Fidelity also offers cash management services, remote deposit services, and international trade services for businesses. Fidelity’s wealth management business focuses on providing trust administration, investment management, financial and estate planning, specialized lending and banking for affluent and high net worth individuals. Through Fidelity’s marketing partners, Fidelity offers merchant services for businesses and credit cards for both individuals and businesses.

At December 31, 2018, Fidelity had $4.73 billion in total assets, total loans (net of allowance for loan losses) of  $3.65 billion, total deposits of  $3.98 billion and total shareholders’ equity of  $446.2 million.

Fidelity common stock is listed on the Nasdaq under the symbol “LION.”

Fidelity’s principal executive office is located at 3490 Piedmont Road, Suite 1550, Atlanta, Georgia 30305, and its telephone number at that location is (404) 639-6500. Fidelity’s website is http://www.fidelitysouthern.com. The information on Fidelity’s website is not part of this joint proxy statement/​prospectus, and the reference to Fidelity’s website address does not constitute incorporation by reference of any information on that website into this joint proxy statement/prospectus.

Additional information about Fidelity and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information.”

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THE MERGER

The following discussion contains certain information about the merger. The discussion is subject, and qualified in its entirety by reference, to the merger agreement attached as Annex A to this joint proxy statement/prospectus and incorporated herein by reference. We urge you to read carefully this entire joint proxy statement/prospectus, including the merger agreement attached as Annex A, for a more complete understanding of the merger.

Terms of the Merger

Each of the Ameris board of directors and the Fidelity board of directors has unanimously adopted the merger agreement and approved the transactions contemplated thereby, including the merger and, in the case of the Ameris board of directors, the Ameris share issuance. The merger agreement provides for the merger of Fidelity with and into Ameris, with Ameris continuing as the surviving corporation. Immediately following the completion of the merger, Fidelity Bank will merge with and into Ameris Bank pursuant to the bank merger agreement, with Ameris Bank continuing as the surviving entity.

Each share of Fidelity common stock issued and outstanding immediately prior to the effective time, except for shares of Fidelity common stock held by Fidelity as treasury stock or shares owned by Ameris or by any wholly owned subsidiary of Ameris or Fidelity (other than (i) shares held in trust accounts, managed accounts and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties and (ii) shares held, directly or indirectly, by Ameris, Fidelity or any wholly owned subsidiary of Ameris or Fidelity in respect of a debt previously contracted), will be converted into the right to receive 0.80 shares of validly issued, fully paid and nonassessable shares of Ameris common stock. Ameris will not issue any fractional shares of Ameris common stock in the merger. Instead, a Fidelity shareholder who otherwise would have received a fraction of a share of Ameris common stock will receive an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the average of the closing-sale prices of Ameris common stock for five full trading days ending at the closing of trading on the trading day immediately prior to the closing date by (ii) the fraction of a share (rounded to three decimal places) of Ameris common stock which such holder would otherwise be entitled to receive.

Under the merger agreement, at the effective time: (i) each outstanding Fidelity option will fully vest and be converted into an option to acquire, on the same terms and conditions as were applicable to such Fidelity option, the number of shares of Ameris common stock (rounded down to the nearest whole share), determined by multiplying (x) the number of shares of Fidelity common stock subject to such Fidelity stock option immediately prior to the effective time by (y) the exchange ratio, at an exercise price per share of Ameris common stock (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Fidelity common stock subject to such Fidelity stock option divided by (B) the exchange ratio; and (ii) each outstanding Fidelity restricted stock award will fully vest and be cancelled and converted into the right to receive the merger consideration in respect of each share of Fidelity common stock underlying such restricted stock award, including a payment in respect of any fractional shares (together with any accrued but unpaid dividends corresponding to the portion of the restricted stock award that vests).

See “The Merger Agreement” for additional and more detailed information regarding the legal documents that govern the merger, including information about conditions to the completion of the merger and provisions for terminating or amending the merger agreement.

Background of the Merger

The Fidelity board of directors and Fidelity’s senior management have regularly reviewed and discussed Fidelity’s business strategy, performance and prospects in the context of developments in the banking industry, the regulatory environment and the competitive landscape. Among other things, these discussions have included an evaluation of the strategic alternatives that may be available to Fidelity.

In connection with the evaluation of these strategic alternatives, members of Fidelity’s senior management have from time to time had informal discussions with representatives of other financial institutions, including Ameris.

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In early June 2018, H. Palmer Proctor, Jr., President of Fidelity, and Dennis J. Zember Jr., President and Chief Executive Officer of Ameris, engaged in an informal discussion regarding developments in the banking industry and the Southeastern banking market. Mr. Zember discussed his vision to create a community bank of choice for top bankers and customers in the Southeast that could disrupt the market leading position of the large regional banks and the progress that Ameris had made through its recent acquisitions. Mr. Zember explained that the key to building such a franchise included sufficient size and scale, market presence, reputation, low-cost deposit funding, a strong balance sheet and an exceptional leadership team. Mr. Zember and Mr. Proctor then discussed the complementary nature of the two companies’ businesses, geographic footprints and cultures.

A few days later, Mr. Zember contacted Mr. Proctor to continue these discussions. Mr. Zember stated that he believed that it was the right time for a combination of the two organizations and that such a combination presented a unique opportunity for the shareholders, customers, employees and communities of both companies. Mr. Zember then outlined a preliminary framework that he believed could form the basis for the combination of the two financial institutions if Fidelity were interested: a merger of Fidelity with and into Ameris, with Ameris as the surviving company, all-stock consideration to Fidelity shareholders with an exchange ratio of approximately 0.7000, Fidelity representation on the combined company’s board of directors proportionate with its shareholders’ relative ownership of the combined company, key leadership positions for Fidelity employees and the combined bank having a significant presence and operations in Atlanta, Georgia.

On June 14, 2018, at a regularly scheduled meeting of the Fidelity Bank board of directors (which has the same members as the Fidelity board of directors), Mr. Proctor informed the Fidelity board of directors of the interest from Ameris and the substance of the discussions with Mr. Zember. James B. Miller, Jr., Chairman and Chief Executive Officer of Fidelity, and Mr. Proctor discussed their view that the initial framework for a combination of the two companies as outlined by Mr. Zember, including the illustrative exchange ratio, should be explored further but emphasized that discussions were very preliminary in nature and that no confidential information had been exchanged. Mr. Miller and Mr. Proctor also discussed their positive impressions of the Ameris franchise and senior management team, whom they knew well. The Fidelity board of directors agreed that Mr. Miller and Mr. Proctor should continue exploratory discussions with Ameris to better assess the strategic rationale for combining the two companies.

On June 16, 2018, Mr. Miller met with Mr. Zember and Ameris’s lead director, Daniel B. Jeter, to further explore the merits for the proposed combination between Ameris and Fidelity. They shared information about their respective organizations and management backgrounds, their views on trends in the banking industry and the regulatory environment and their expectations for the markets in which they operate, including continued consolidation and the benefits of size and scale in providing additional customer services and in absorbing the significant operational costs needed for compliance and investments in infrastructure. The Ameris representatives also discussed their successful track record in acquisitions but noted that they viewed this potential transaction more as a strategic combination rather than as an acquisition. They then discussed the potential benefits of combining their organizations and leveraging the combined management talent and complementary branch networks and balance sheets to create a premier banking franchise in the Southeast with attractive economies of scale and a shared commitment to their customers and the communities in which they operate.

On July 19, 2018, Fidelity held a regularly scheduled meeting of its board of directors. Mr. Proctor updated the Fidelity board of directors on the discussions with Ameris since the last meeting of the board of directors. The Fidelity board of directors authorized Mr. Miller and Mr. Proctor to engage in more detailed discussions with Ameris.

On August 22, 2018, Mr. Proctor and Mr. Miller met with Mr. Zember, Mr. Jeter and certain other members of Ameris’s executive management team and the Ameris board of directors. The Ameris representatives discussed their vision for the combined company, potential synergies, preliminary transaction economics and execution risks. The Fidelity representatives asked Ameris to provide a preliminary letter of interest in advance of the September meeting of the Fidelity board of directors.

On September 11, 2018, Mr. Zember provided Mr. Miller with a letter of interest highlighting the strategic benefits to both organizations of a combination and setting forth a preliminary and non-binding proposal. Ameris proposed a targeted exchange ratio between 0.700 and 0.7250 of Ameris common stock

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for each share of Fidelity common stock. The letter also proposed that the Ameris board of directors would be expanded at closing and that former directors of Fidelity would represent five out of its fourteen members. Ameris proposed that the executive management team be led by Mr. Zember as Chief Executive Officer of Ameris and Mr. Proctor as President of Ameris and Chief Executive Officer of Ameris Bank. Ameris also reaffirmed its intent for Atlanta, Georgia to be the location of its bank headquarters and operations center following the transaction.

On September 20, 2018, the Fidelity board of directors held a regularly scheduled meeting. The meeting was also attended by representatives of Sandler O’Neill who were invited to present on the proposed transaction. Mr. Miller and Mr. Proctor updated the Fidelity board of directors on the discussions with Ameris since the last board meeting, including the terms of the September 11 proposal. Representatives of Sandler O’Neill discussed general consolidation trends in the banking industry, provided an overview of Ameris and presented a preliminary financial analysis of the potential transaction and the Ameris September 11 proposal, including the proposed exchange ratio. Representatives of Sandler O’Neill also discussed certain of Fidelity’s potential strategic alternatives, including the limited number of other potential strategic partners. There was discussion regarding the level of interest that these other potential strategic partners might have in proceeding with a transaction as well as risks associated with actively soliciting other offers. As part of this discussion, it was noted that none of the potential strategic partners represented an attractive alternative to the proposed transaction with Ameris based on these criteria. The Fidelity board of directors and senior management also discussed the competitive market conditions in the banking industry, their impact on Fidelity, and the benefits in the current banking environment of increased scale and efficiencies to offset high fixed costs. The Fidelity board of directors discussed Fidelity’s progress in reducing its indirect auto business and transitioning to a more commercially focused balance sheet as well as the risks and challenges in executing on its strategy going forward, including a lower growth rate during the transitional period. The Fidelity board of directors authorized management to move forward with the discussions with Ameris and due diligence and to seek to negotiate for an increase in the proposed exchange ratio. The Fidelity board of directors also authorized the engagement of Sandler O’Neill as a financial advisor.

Over the next two weeks, representatives of Fidelity and Ameris engaged in negotiations with respect to the exchange ratio, with Fidelity seeking to increase the exchange ratio from the range proposed by Ameris in its September 11 proposal.

On October 4, 2018, Ameris sent a revised letter of interest to Fidelity. This letter revised the proposed exchange ratio, setting forth a range of potential exchange ratios from 0.8261 to 0.9875, with the final exchange ratio to be determined following due diligence.

On October 5, 2018, Mr. Miller informed Mr. Zember that Fidelity was willing to move forward with discussions and due diligence on the basis of the Ameris proposal. The parties entered into a non-disclosure agreement and each commenced their respective due diligence reviews.

On October 18, 2018, the Fidelity board of directors held a regularly scheduled meeting. Mr. Proctor updated the Fidelity board of directors on the status of discussions with Ameris and the revised October 4 proposal. Representatives of Sander O’Neill were also present at the meeting and presented an updated preliminary financial analysis based on the revised Ameris proposal as well as current market information.

On November 8, 2018, Mr. Zember reached out to Mr. Miller and Mr. Proctor and informed them that as a result of the significant decline in bank sector stocks in the weeks since the October 4 proposal, the exchange ratio needed to be revised for Ameris to continue discussions. Mr. Zember then proposed a revised exchange ratio of 0.7700 to 0.8000. Over the next twenty-four hours, representatives of Fidelity and Ameris continued to negotiate, and on November 9, 2018, Ameris revised its proposal to include an exchange ratio of 0.8000 and a commitment to increase its dividend following closing so that Fidelity shareholders would receive the same effective dividend after adjusting for the exchange ratio, subject to applicable law.

From November 13, 2018 through November 15, 2018, members of the Fidelity board of directors attended their annual board retreat for the purpose of conducting an in-depth review of Fidelity’s performance and long-term strategy. Mr. Miller and Mr. Proctor updated the Fidelity board of directors on the status of discussions and negotiations with Ameris. At a board meeting on November 15, 2018,

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representatives of Sandler O’Neill presented an overview of market conditions for bank sector stocks and the general macroeconomic environment as well as an updated preliminary financial analysis reflecting the revised exchange ratio and current market conditions. At the invitation of Fidelity, Mr. Zember also attended a portion of the meeting and made a presentation regarding Ameris’s vision for the combined company and his view of the anticipated benefits of the transaction. Mr. Zember also agreed to provide an updated letter of interest reflecting the new exchange ratio, which would include a 45-day exclusivity period which Ameris would require to dedicate the significant resources to complete due diligence and finalize the terms of the transaction. After Mr. Zember left the meeting, the Fidelity board of directors continued its discussion from prior meetings regarding the potential benefits of the transaction as compared to the other strategic opportunities available to Fidelity, including remaining independent. The Fidelity board of directors determined that management should continue its due diligence investigation and negotiations with Ameris and authorized the execution of the updated letter of interest when received.

On November 16, 2018, Ameris provided an updated letter of interest that memorialized the revised exchange ratio of 0.8000 as well as the commitment to increase the Ameris dividend and provided for a 45-day exclusivity period. Fidelity executed the letter of interest on November 19, 2018, which was non-binding other than the exclusivity provisions.

On November 26, 2018, Ameris’s outside legal counsel, Rogers & Hardin LLP (which we refer to as “Rogers & Hardin”), sent the first draft of the merger agreement to Wachtell, Lipton, Rosen & Katz (which we refer to as “Wachtell Lipton”), outside legal counsel to Fidelity. Over the next couple of weeks, Rogers & Hardin and Wachtell Lipton exchanged drafts of the merger agreement and related transaction documents to be entered into in connection with the merger agreement, including a voting agreement with certain directors of Fidelity with significant stock ownership and employment agreements between Ameris and each of Mr. Miller and Mr. Proctor, and engaged in telephonic negotiations of the terms of the agreements. Also during this time, the parties worked to complete their respective due diligence reviews, which included in-person and telephonic meetings as well as document review. Mr. Miller and Mr. Proctor periodically updated members of the Fidelity board of directors regarding the status of the transaction.

On December 12, 2018, the Fidelity board of directors held a meeting to continue their discussion of the proposed transaction with Ameris. Members of Fidelity’s management team and representatives from Sandler O’Neill and Wachtell Lipton were also in attendance. At the meeting, Mr. Miller and Mr. Proctor updated the Fidelity board of directors on the status of the proposed merger, and reviewed the strategic rationale and the anticipated benefits and risks associated with the proposed merger. Representatives of management, Sandler O’Neill and Wachtell Lipton provided input on the results of the due diligence conducted on Ameris. Sandler O’Neill provided an update on the market, including a review of the recent decline in bank sector stocks, and noting that the decline in Ameris stock was likely attributable to market forces and not a change in the underlying fundamentals of Ameris. Sandler O’Neill also reviewed the financial aspects of the proposed merger, including the various financial methodologies used in its analyses. Representatives of Wachtell Lipton advised the Fidelity board of directors on its fiduciary duties and discussed the terms of the draft transaction agreements, including the merger agreement, the voting agreement and the employment agreements to be entered into between Ameris and each of Mr. Miller and Mr. Proctor. After these presentations, the Fidelity board of directors engaged in a detailed discussion regarding the benefits and risks associated with the transaction and its belief that the proposed transaction with Ameris represented the best strategic alternative available to Fidelity and authorized management to finalize the transaction documents and due diligence. The Fidelity board of directors also authorized the engagement of FIG Partners to provide a second fairness opinion in connection with the transaction.

Over the next few days, Rogers & Hardin and Wachtell Lipton worked to finalize the transaction documents, and Fidelity and Ameris completed their respective diligence reviews.

On December 16, 2018, the Fidelity board of directors held a meeting to consider the terms of the proposed transaction with Ameris. Members of Fidelity’s management team and representatives from Sandler O’Neill, FIG Partners and Wachtell Lipton were also in attendance. Representatives of Fidelity’s senior management updated the Fidelity board of directors on the completion of due diligence. Sandler O’Neill reviewed the market developments since the last board meeting and its updated financial analysis, and rendered an oral opinion to the Fidelity board of directors, which was later confirmed in writing, to the

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effect that, as of that date and subject to the procedures followed, assumptions made, matters considered, and qualifications set forth in such written opinion, the exchange ratio in the proposed merger was fair to the holders of Fidelity common stock, from a financial point of view. See “—Opinion of Sandler O’Neill & Partners, L.P.,” for more information. Next, FIG Partners presented to the Fidelity board of directors its view on the market and general macroeconomic trends, including a review of the recent sell-off in bank sector stocks, including Ameris, and concurred that the decline in the market price of Ameris common stock was likely attributable to market forces and not a change in the underlying fundamentals of Ameris. FIG Partners then reviewed the financial aspects of the proposed merger, including discussing the various financial methodologies used in its analysis, and rendered an oral opinion to the Fidelity board of directors, which was later confirmed in writing, to the effect that, as of that date and subject to the procedures followed, assumptions made, matters considered, and qualifications set forth in such written opinion, the merger consideration in the proposed merger was fair, from a financial point of view, to the holders of Fidelity common stock. See “—Opinion of FIG Partners, LLC,” for more information. Representatives of Wachtell Lipton further advised the Fidelity board of directors on its fiduciary duties and confirmed the final terms of the merger agreement and related transaction documents with the Fidelity board of directors. After considering the proposed terms of the merger agreement and related transaction documents and the various presentations of its financial and legal advisors, and taking into consideration the matters discussed during that meeting and prior meetings of the Fidelity board of directors and the factors described under “—Fidelity’s Reasons for the Merger; Recommendation of the Fidelity Board of Directors,” the Fidelity board of directors unanimously determined the merger, the merger agreement and the other transactions contemplated by the proposed merger agreement, to be in the best interests of Fidelity and its shareholders, and the directors unanimously approved and adopted the proposed merger agreement and the transactions contemplated by it and determined to recommend that Fidelity shareholders approve and adopt the merger agreement.

Subsequently, the merger agreement and related agreements were executed and delivered and the transaction announced on the morning of December 17, 2018 in a press release issued jointly by Ameris and Fidelity.

Fidelity’s Reasons for the Merger; Recommendation of the Fidelity Board of Directors

In reaching its decision to adopt and approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, and to recommend that its shareholders approve the merger agreement, the Fidelity board of directors evaluated the merger in consultation with the Fidelity’s management, as well as Fidelity’s financial and legal advisors, and considered a number of factors, including the following material factors:

•

the Fidelity board of directors’ understanding of the current and prospective environment in which Fidelity and Ameris operate, including national and local economic conditions, the interest rate environment, the competitive and regulatory environments for financial institutions generally and the likely effect of these factors on Fidelity both with and without the merger;

​

•

the Fidelity board of directors’ familiarity with and understanding of Fidelity’s business, results of operations, asset quality, financial and market position and expectations concerning Fidelity’s future earnings and prospects;

​

•

information and discussion regarding Ameris’s business, results of operations, financial and market position and future earnings and prospects and the results of Fidelity’s due diligence investigation;

​

•

the Fidelity board of directors’ evaluation, with the assistance of management and Fidelity’s financial and legal advisors, of strategic alternatives available to Fidelity for enhancing value over the long term and the potential risks, rewards and uncertainties associated with such alternatives, and the Fidelity board of directors’ belief that the proposed merger with Ameris was the best option available to Fidelity and its shareholders;

​

•

the strategic benefits of the transaction and the synergies and cost savings expected to be achieved by the combined company upon completion of the merger, including the following:

​

◦

the complementary nature of the balance sheets, business strategies, customers, geographic markets and cultures of the two companies, including both companies’ client oriented community banking model;

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◦

the belief that the transaction will accelerate Fidelity’s balance sheet restructuring and redeployment of cash flow into higher yielding assets and stimulate loan growth;

​

◦

the belief that the combined company will have one of the most recognizable brands and franchises in the Southeast and sufficient size and scale to fuel a diversified credit and treasury offering, which will position the combined bank to become the community bank of choice for top bankers and customers; and

​

◦

the fact that the combined company will have a significant presence in both Atlanta and Jacksonville which are two of the most attractive markets in the Southeast and the combined branch network will allow Fidelity to expand its customer service to communities throughout the Southeast;

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•

the fact that the merger consideration is all stock with a fixed exchange ratio offers Fidelity shareholders the opportunity to fully participate in the future growth and opportunities of the combined company, and the fact that the receipt of the merger consideration (other than any cash in lieu of fractional shares) will generally be tax-free to Fidelity shareholders based on the expected tax treatment of the merger as a “reorganization” for U.S. federal income tax purposes, as further described in “Material U.S. Federal Income Tax Consequences of the Merger”;

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•

the participation of 5 of Fidelity’s directors on the board of directors of the combined company and the significant leadership positions of Fidelity’s senior management in the combined company which, along with Ameris’s acquisition experience, the Fidelity board of directors believes would assist in integrating and operating the combined company post-closing and enhance the likelihood of realizing the strategic benefits that Fidelity expects to result from the merger and lower execution risk;

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•

the separate financial presentations of each of Fidelity’s financial advisors, Sandler O’Neill and FIG Partners, to the Fidelity board of directors on December 16, 2018 and their separate respective opinions delivered to the Fidelity board of directors, to the effect that as of such date and based on and subject to certain assumptions, procedures, qualifications and limitations, the merger consideration was fair, from a financial point of view, to holders of Fidelity common stock, as further described under “The Merger—Opinion of Sandler O’Neill & Partners, L.P.” and “The Merger—Opinion of FIG Partners, LLC”;

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•

the historical performance of each of Fidelity common stock and Ameris common stock and the dividend yield of each and the commitment of Ameris to increase its dividend following closing so that Fidelity shareholders receive the same effective dividend after adjusting for the exchange ratio;

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•

the implied value of the merger consideration of  $27.22 for each share of Fidelity common stock represented approximately a 27.1% premium over the closing price of Fidelity common stock on December 14, 2018 (the last trading day prior to the board meeting to approve the transaction);

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•

the regulatory and other approvals required in connection with the merger, consideration of the relevant factors assessed by the regulators for the approvals and the parties’ evaluations of those factors (including Ameris’s recent record of successfully receiving regulatory approvals for acquisitions in a timely manner), and the expectation that such approvals could be received in a reasonably timely manner and without the imposition of unacceptable conditions;

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•

the terms and conditions of the merger agreement, including, among other things, the expected tax treatment of the merger as a “reorganization” for U.S. federal income tax purposes, Fidelity’s ability to take certain actions in response to an unsolicited bona fide written acquisition proposal under specific circumstances, including to terminate the merger agreement to enter into a superior proposal, the conditions to closing, the possibility that Fidelity would be required to pay a termination fee under certain circumstances, the fact that Fidelity shareholders will have an opportunity to vote on the merger and that their approval is a condition to completion of the

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merger, the terms of the merger agreement that restrict Fidelity’s ability to solicit alternative transactions, and the provisions of the merger agreement generally requiring Fidelity to conduct its business in the ordinary course and the other restrictions on the conduct of Fidelity’s business prior to completion of the merger;

•

with the merger consideration consisting of Ameris shares at a fixed exchange ratio, the potential risk for the implied value of the merger consideration to be adversely affected by a decrease in the trading price of Ameris common stock;

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•

the risk that the merger may not be consummated or that the closing may be unduly delayed, including as a result of factors outside either party’s control;

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•

the potential risk of diverting management attention and resources from the operation of Fidelity’s business to the merger, and the possibility of employee attrition or adverse effects on client and business relationships as a result of the announcement and pendency of the merger;

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•

the potential risks and costs associated with successfully integrating Fidelity’s business, operations and workforce with those of Ameris, including the risk of not realizing all of the anticipated benefits of the merger or not realizing them in the expected timeframe; and

​

•

the other risks described under the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

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In considering the recommendation of the Fidelity board of directors, you should be aware that certain directors and executive officers of Fidelity may have interests in the merger that are different from, or in addition to, interests of Fidelity shareholders generally and may create potential conflicts of interest. The Fidelity board of directors was aware of these interests and considered them when evaluating and negotiating the merger agreement, the merger and the other transactions contemplated by the merger agreement, and in recommending to Fidelity shareholders that they vote in favor of the merger proposal. See “The Merger—Interests of Fidelity’s Directors and Executive Officers in the Merger.”

This discussion of the information and factors considered by the Fidelity board of directors includes the material factors considered by the Fidelity board of directors, but it is not intended to be exhaustive and may not include all the factors considered by the Fidelity board of directors. In view of the wide variety of factors considered, and the complexity of these matters, the Fidelity board of directors did not quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to adopt and approve the merger agreement, the merger and the other transactions contemplated by the merger agreement. Rather, the Fidelity board of directors viewed its position and recommendation as being based on the totality of the information presented to and factors considered by it, including discussions with, and questioning of, Fidelity’s management and its financial and legal advisors. In addition, individual members of the Fidelity board of directors may have given differing weights to different factors. It should be noted that this explanation of the reasoning of the Fidelity board of directors and certain information presented in this section is forward-looking in nature and, therefore, that information should be read in light of the factors discussed in “Cautionary Statement Regarding Forward-Looking Statements.”

For the reasons set forth above, the Fidelity board of directors unanimously recommends that Fidelity shareholders vote “FOR” the merger proposal.

Certain Unaudited Prospective Financial Information

Fidelity and Ameris do not, as a matter of course, publicly disclose forecasts or internal projections as to their respective future performance, earnings or other results due to, among other reasons, the inherent uncertainty of the underlying assumptions and estimates, other than, from time to time, estimated ranges of certain expected financial results and operational metrics for the current year and certain future years in their respective regular earnings press releases and other investor materials.

However, in connection with the merger, Fidelity’s senior management and Ameris’s senior management prepared or approved for use certain unaudited prospective financial information which was provided to and considered by Sandler O’Neill, FIG Partners and Stephens for the purpose of performing

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financial analyses in connection with their respective fairness opinions, as described in this joint proxy statement/prospectus under “— Opinion of Sandler O’Neill & Partners, L.P.,” “— Opinion of FIG Partners, LLC” and “— Opinion of Stephens Inc.” We refer to this information collectively as the “prospective financial information.”

The prospective financial information was not prepared for the purposes of, or with a view toward, public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, published guidelines of the SEC regarding forward-looking statements or generally accepted accounting principles. A summary of certain significant elements of this information is set forth below, and is included in this joint proxy statement/prospectus solely for the purpose of providing Fidelity shareholders and Ameris shareholders access to certain nonpublic information made available to Fidelity’s and Ameris’s financial advisors for the purpose of performing financial analyses in connection with their respective fairness opinions.

Although presented with numeric specificity, the prospective financial information reflect numerous estimates and assumptions made by Fidelity’s senior management or Ameris’s senior management, as applicable, at the time such prospective financial information was prepared or approved for use by the financial advisors and represent Fidelity senior management’s or Ameris senior management’s respective evaluation of Fidelity’s expected future financial performance on a stand-alone basis, without reference to the merger and Ameris senior management’s evaluation of Ameris’s expected future financial performance on a stand-alone basis, without reference to the merger. These and the other estimates and assumptions underlying the prospective financial information involve judgments with respect to, among other things, economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which Fidelity and Ameris operate and the risks and uncertainties described under “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements” and in the reports that Fidelity and Ameris file with the SEC from time to time, all of which are difficult to predict and many of which are outside the control of Fidelity and Ameris and will be beyond the control of the combined company. There can be no assurance that the underlying assumptions would prove to be accurate or that the projected results would be realized, and actual results could differ materially from those reflected in the prospective financial information, whether or not the merger is completed. Further, these assumptions do not include all potential actions that the senior management of Fidelity or Ameris could or might have taken during these time periods. The inclusion in this joint proxy statement/prospectus of the unaudited prospective financial information below should not be regarded as an indication that Fidelity, Ameris or their respective boards of directors or financial advisors, considered, or now consider, this prospective financial information to be material information to any Fidelity shareholders or Ameris shareholders, as the case may be, particularly in light of the inherent risks and uncertainties associated with such prospective financial information. The prospective financial information is not fact and should not be relied upon as being necessarily indicative of actual future results. The prospective financial information also reflects numerous variables, expectations and assumptions available at the time it was prepared as to certain business decisions that are subject to change and do not take into account any circumstances or events occurring after the date they were prepared. No assurances can be given that if the prospective financial information and the underlying assumptions had been prepared as of the date of this joint proxy statement/prospectus, similar assumptions would be used. In addition, the prospective financial information may not reflect the manner in which Ameris would operate the combined company after the merger.

Ernst & Young LLP (Fidelity’s independent registered public accounting firm) and Crowe LLP (Ameris’s independent registered public accounting firm) have not examined, compiled or otherwise performed any procedures with respect to the prospective financial information contained in these prospective financial information and, accordingly, Ernst & Young LLP and Crowe LLP have not expressed any opinion or given any other form of assurance with respect thereto and they assume no responsibility for the prospective financial information. The reports of the independent registered public accounting firms incorporated by reference in this joint proxy statement/prospectus relate to the historical financial information of Fidelity and Ameris, respectively. Such reports do not extend to the prospective financial

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information and should not be read to do so. No independent registered public accounting firm has examined, compiled or otherwise performed any procedures with respect to the prospective financial information contained in these prospective financial information and, accordingly, no independent registered public accounting firm has expressed any opinion or given any other form of assurance with respect thereto and no independent registered public accounting firm assumes any responsibility for the prospective financial information.

Fidelity Prospective Financial Information

In connection with its financial analyses, Sandler O’Neill used estimates for Fidelity earnings per share for 2018 and 2019 and estimates of Fidelity annual dividends for 2018 and 2019, in each case that reflected consensus Wall Street research estimates. Further, in connection with the evaluation of the merger, Fidelity’s senior management provided an estimated long term earnings per share growth rate of 10% for 2020, 2021 and 2022 and an annual dividend increase of  $0.04 per share for 2020, 2021 and 2022. The following table presents the estimated earnings per share and dividends per share based on these assumptions.

In connection with the merger, Sandler O’Neill, FIG Partners and Stephens also used adjusted earnings per share estimates for Fidelity that reflected the estimated impact of certain projected balance sheet repositioning, including indirect auto redeployment and proceeds from future MSR sales. These estimates were derived by first using consensus Wall Street research estimates from 2018 through 2020 and the 10% growth rate provided by Fidelity’s senior management for 2021 and 2022, and then making adjustments to reflect the estimated impact of projected balance sheet decisions, including indirect auto redeployment and proceeds from future MSR sales. The Sandler O’Neill and Stephens estimates reflected the views of Ameris’s senior management based on, among other things, its due diligence on Fidelity and the FIG Partners estimates included certain additional adjustments based on discussions with representatives of Fidelity and Ameris. The following table presents the adjusted earnings per share based on the foregoing assumptions.

(1)

Due to differences in rounding and certain assumptions, FIG Partners calculated adjusted earnings per share of  $1.55 in 2019 and $2.85 in 2022.

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Ameris Prospective Financial Information

In connection with their financial analyses, Sandler O’Neill and Stephens used estimates for Ameris earnings per share for 2018 and 2019 that reflected consensus Wall Street research estimates. Ameris’s senior management provided the financial advisors with an estimated long term earnings per share growth rate of 10% for 2020, 2021 and 2022 and estimated annual dividends of 0.40 per share for 2018 through 2022 on a stand-alone basis, and estimated annual dividends of  $0.60 per share following the closing of the transaction on a pro forma basis.

The following table presents the estimated earnings per share used by Sandler O’Neill and Stephens in their financial analyses based on these assumptions.

(1)

Due to differences in rounding and certain assumptions, Stephens calculated earnings per share of $4.69 in 2020 and $5.67 in 2022.

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In connection with its financial analyses, FIG Partners used estimates for Ameris earnings per share for 2018, 2019 and 2020 that reflected consensus Wall Street research estimates and used the 10% long term growth rate provided by Ameris’s senior management for 2021 and 2022. FIG Partners utilized the estimated annual dividends of  $0.40 for 2018 through 2022 provided by Ameris’s senior management. The following table presents the estimated earnings per share used by FIG Partners in its financial analyses based on these assumptions.

The consensus mean Wall Street estimates used by the financial advisors differed in some respects due to them being pulled from different databases and on different dates.

In connection with the pro forma financial analysis, Ameris’s senior management also provided the financial advisors with certain assumptions regarding, among other items, purchase accounting adjustments and cost savings, which we refer to as the Ameris pro forma assumptions. These assumptions included, among other items, a gross credit mark to loans and OREO of  ($35.3) million, gross rate mark to indirect auto loans of  ($5.0) million, fair value adjustment to buildings and land of  $30.9 million, core deposit intangible of  $77.5 million, amortized straight-line over 10 years, mark of  $6.7 million to other asset and liabilities, cost savings equal to 40.0% of Fidelity’s estimated noninterest expenses (50% realized in 2019 and 100% thereafter) and Durbin impact to Fidelity’s annual earnings of  $(4.6) million pre-tax following closing, grown 3.0% annually.

General

The prospective financial information was prepared separately using, in some cases, different assumptions, and the different estimates are not intended to be added together. Adding the prospective financial information together for the two companies is not intended to represent the results the combined company will achieve if the merger is completed and is not intended to represent forecasted financial information for the combined company if the merger is completed.

By including in this joint proxy statement/prospectus a summary of the prospective financial information, neither Ameris nor Fidelity nor any of their respective representatives has made or makes any representation to any person regarding the ultimate performance of Fidelity or Ameris compared to the information contained in the prospective financial information. Neither Fidelity, Ameris, nor, after completion of the merger, the combined company undertakes any obligation to update or otherwise revise the prospective financial information or financial information to reflect circumstances existing since their preparation or to reflect the occurrence of subsequent or unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions.

The prospective financial information summarized in this section are not being included in this joint proxy statement/prospectus in order to induce any Fidelity shareholder to vote in favor of the merger proposal or any of the other proposals to be voted on at the Fidelity special meeting or to induce any Ameris shareholder to vote in favor of the Ameris share issuance proposal or any of the other proposals to be voted on at the Ameris special meeting.

Opinion of Sandler O’Neill & Partners, L.P.

Fidelity retained Sandler O’Neill to act as financial advisor to the Fidelity board of directors in connection with Fidelity’s consideration of a possible business combination. Sandler O’Neill is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Sandler O’Neill is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

Sandler O’Neill acted as financial advisor in connection with the proposed transaction and participated in certain of the negotiations leading to the execution of the merger agreement. At the December 16, 2018 meeting at which the Fidelity board of directors considered and discussed the terms of

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the merger agreement and the merger, Sandler O’Neill delivered to the Fidelity board of directors its oral opinion, which was subsequently confirmed in writing on December 16, 2018, to the effect that, as of such date, the exchange ratio in the merger was fair to the holders of Fidelity common stock, from a financial point of view. The full text of Sandler O’Neill’s opinion is attached as Annex C to this joint proxy statement/​prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Sandler O’Neill in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of Fidelity common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

Sandler O’Neill’s opinion speaks only as of the date of the opinion. The opinion was directed to the Fidelity board of directors in connection with its consideration of the merger agreement and the merger and does not constitute a recommendation to any Fidelity shareholder as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the merger agreement and the merger. Sandler O’Neill’s opinion was directed only to the fairness, from a financial point of view, of the exchange ratio to the holders of Fidelity common stock and did not address the underlying business decision of Fidelity to engage in the merger, the form or structure of the merger or any other transactions contemplated in the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for Fidelity or the effect of any other transaction in which Fidelity might engage. Sandler O’Neill did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director or employee of Fidelity or Ameris, or any class of such persons, if any, relative to the compensation to be received in the merger by any other shareholder. Sandler O’Neill’s opinion was approved by Sandler O’Neill’s fairness opinion committee.

In connection with its opinion, Sandler O’Neill reviewed and considered, among other things:

•

A draft of the merger agreement, dated December 14, 2018;

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•

certain publicly available financial statements and other historical financial information of Fidelity that Sandler O’Neill deemed relevant;

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•

certain publicly available financial statements and other historical financial information of Ameris that Sandler O’Neill deemed relevant;

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•

publicly available consensus mean analyst earnings per share and dividends per share estimates for Fidelity for the years ending December 31, 2018 and December 31, 2019, as well as an estimated long-term earnings per share growth rate and estimated dividends per share for the years thereafter, as provided by the senior management of Fidelity;

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•

publicly available consensus mean analyst earnings per share estimates for Ameris for the years ending December 31, 2018 and December 31, 2019, as confirmed by the senior management of Ameris, as well as an estimated long-term earnings per share growth rate for the years thereafter and estimated dividends per share for the years ending December 31, 2018 through December 31, 2022, as provided by the senior management of Ameris;

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•

the relative contributions of assets, liabilities, equity and earnings of Fidelity and Ameris to the combined entity;

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•

the pro forma financial impact of the proposed transaction on Ameris based on certain assumptions relating to purchase accounting adjustments, cost savings and transaction expenses, as provided by the senior management of Ameris, as well as the publicly available consensus mean analyst earnings per share estimate for Fidelity for the year ending December 31, 2018 with estimated earnings per share for Fidelity for the years thereafter, as provided by the senior management of Ameris;

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•

the publicly reported historical price and trading activity for Fidelity common stock and Ameris common stock, including a comparison of certain stock market information for Fidelity common stock and Ameris common stock and certain stock indices as well as publicly available information for certain other similar companies, the securities of which are publicly traded;

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•

a comparison of certain financial information for Fidelity and Ameris with similar financial institutions for which information was publicly available;

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•

the financial terms of certain recent pending and completed business combinations in the bank and thrift industry (on a regional and nationwide basis), to the extent publicly available;

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•

the current market environment generally and the banking environment in particular; and

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•

such other information, financial studies, analyses and investigations and financial, economic and market criteria as Sandler O’Neill considered relevant.

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Sandler O’Neill also discussed with certain members of the senior management of Fidelity the business, financial condition, results of operations and prospects of Fidelity and held similar discussions with certain members of the senior management of Ameris and its representatives regarding the business, financial condition, results of operations and prospects of Ameris.

In performing its review, Sandler O’Neill relied upon the accuracy and completeness of all of the financial and other information that was available to and reviewed by Sandler O’Neill from public sources, that was provided to Sandler O’Neill by Fidelity or Ameris or their respective representatives or that was otherwise reviewed by Sandler O’Neill, and Sandler O’Neill assumed such accuracy and completeness for purposes of rendering its opinion without any independent verification or investigation. Sandler O’Neill relied on the assurances of the respective senior managements of Fidelity and Ameris that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading. Sandler O’Neill was not asked to and did not undertake an independent verification of any of such information and Sandler O’Neill did not assume any responsibility or liability for the accuracy or completeness thereof. Sandler O’Neill did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of Fidelity or Ameris or any of their respective subsidiaries, nor was Sandler O’Neill furnished with any such evaluations or appraisals. Sandler O’Neill rendered no opinion or evaluation on the collectability of any assets or the future performance of any loans of Fidelity or Ameris. Sandler O’Neill did not make an independent evaluation of the adequacy of the allowance for loan losses of Fidelity or Ameris, or of the combined entity after the merger, and Sandler O’Neill did not review any individual credit files relating to Fidelity or Ameris. Sandler O’Neill assumed, with Fidelity’s consent, that the respective allowances for loan losses for both Fidelity and Ameris were adequate to cover such losses and would be adequate on a pro forma basis for the combined entity.

In preparing its analyses, Sandler O’Neill used publicly available consensus mean analyst earnings per share and dividends per share estimates for Fidelity for the years ending December 31, 2018 and December 31, 2019, as well as an estimated long-term earnings per share growth rate and estimated dividends per share for the years thereafter, as provided by the senior management of Fidelity. In addition, Sandler O’Neill used publicly available consensus mean analyst earnings per share estimates for Ameris for the years ending December 31, 2018 and December 31, 2019, as confirmed by the senior management of Ameris, as well as an estimated long-term earnings per share growth rate for the years thereafter and estimated dividends per share for the years ending December 31, 2018 through December 31, 2022, as provided by the senior management of Ameris. Sandler O’Neill also received and used in its pro forma analyses certain assumptions relating to purchase accounting adjustments, cost savings and transaction expenses, as provided by the senior management of Ameris, as well as the publicly available consensus mean analyst earnings per share estimate for Fidelity for the year ending December 31, 2018 with estimated earnings per share for Fidelity for the years thereafter, as provided by the senior management of Fidelity. With respect to the foregoing information, the respective senior managements of Fidelity and Ameris confirmed to Sandler O’Neill that such information reflected (or, in the case of the publicly available analyst estimates referred to above, were consistent with) the best currently available estimates and judgments of those respective senior managements as to the future financial performance of Fidelity and Ameris, respectively, and the other matters covered thereby, and Sandler O’Neill assumed that the future financial performance reflected in such information would be achieved. Sandler O’Neill expressed no opinion as to such information, or the assumptions on which such information was based. Sandler O’Neill also assumed that there had been no material change in the respective assets, financial condition, results of operations,

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business or prospects of Fidelity or Ameris since the date of the most recent financial statements made available to Sandler O’Neill. Sandler O’Neill assumed in all respects material to its analysis that Fidelity and Ameris would remain as going concerns for all periods relevant to its analysis.

Sandler O’Neill assumed, with Fidelity’s consent, that: (i) each of the parties to the merger agreement would comply in all material respects with all material terms and conditions of the merger agreement and all related agreements, that all of the representations and warranties contained in such agreements were true and correct in all material respects, that each of the parties to such agreements would perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements were not and would not be waived; (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Fidelity, Ameris or the merger or any related transactions; and (iii) the merger and any related transactions would be consummated in accordance with the terms of the merger agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. Finally, with Fidelity’s consent, Sandler O’Neill relied upon the advice that Fidelity received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the merger and the other transactions contemplated by the merger agreement. Sandler O’Neill expressed no opinion as to any such matters.

Sandler O’Neill’s opinion was necessarily based on financial, regulatory, economic, market and other conditions as in effect on, and the information made available to Sandler O’Neill as of, the date of the opinion. Events occurring after the date of Sandler O’Neill’s opinion could materially affect the opinion. Sandler O’Neill has not undertaken to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date of its opinion. Sandler O’Neill expressed no opinion as to the trading value of Fidelity common stock or Ameris common stock at any time or what the value of Ameris common stock would be once it is actually received by the holders of Fidelity common stock.

In rendering its opinion, Sandler O’Neill performed a variety of financial analyses. The summary below is not a complete description of the analyses underlying Sandler O’Neill’s opinion or the presentation made by Sandler O’Neill to the Fidelity board of directors, but is a summary of all material analyses performed and presented by Sandler O’Neill. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Sandler O’Neill believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in Sandler O’Neill’s comparative analyses described below is identical to Fidelity or Ameris and no transaction is identical to the merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or merger transaction values, as the case may be, of Fidelity and Ameris and the companies to which they are being compared. In arriving at its opinion, Sandler O’Neill did not attribute any particular weight to any analysis or factor that it considered. Rather, Sandler O’Neill made qualitative judgments as to the significance and relevance of each analysis and factor. Sandler O’Neill did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its opinion, rather, Sandler O’Neill made its determination as to the fairness of exchange ratio on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.

In performing its analyses, Sandler O’Neill also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which are beyond the control of Fidelity, Ameris and Sandler O’Neill. The analyses performed by Sandler O’Neill are not necessarily indicative of actual values or future results, both of which may be significantly more or less

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favorable than suggested by such analyses. Sandler O’Neill prepared its analyses solely for purposes of rendering its opinion and provided such analyses to the Fidelity board of directors at its December 16, 2018 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Sandler O’Neill’s analyses do not necessarily reflect the value of Fidelity common stock or the prices at which Fidelity common stock or Ameris common stock may be sold at any time. The analyses of Sandler O’Neill and its opinion were among a number of factors taken into consideration by the Fidelity board of directors in making its determination to approve the merger agreement and should not be viewed as determinative of the merger consideration or the decision of the Fidelity board of directors or management with respect to the fairness of the merger. The type and amount of consideration payable in the merger were determined through negotiations between Fidelity and Ameris.

Summary of Aggregate Merger Consideration and Implied Transaction Metrics

Sandler O’Neill reviewed the financial terms of the proposed merger. Pursuant to the terms of the merger agreement, each share of Fidelity common stock outstanding immediately prior to the effective time, except for certain shares of Fidelity common stock as specified in the merger agreement, will be converted into the right to receive 0.80 shares of Ameris common stock. Based on the closing price of Ameris common stock on December 14, 2018 of  $34.02 per share and based upon 27,371,942 shares of Fidelity common stock outstanding and 916,994 options outstanding with a weighted average exercise price of  $20.91, Sandler O’Neill calculated an aggregate implied transaction value of  $750.7 million. Based upon historical financial information for Fidelity as of or for the last twelve months (“LTM”) ended September 30, 2018, historical financial information for the LTM period adjusted to remove the one-time $4.9 million deferred tax asset write-up in Q4 2017 related to tax reform, publicly available consensus mean analyst earnings per share estimates for Fidelity for the years ending December 31, 2018 and December 31, 2019 and the closing price of Fidelity common stock on December 14, 2018 of  $21.42 per share, Sandler O’Neill calculated the following implied transaction metrics:

(1)

LTM earnings adjusted to exclude the $4.9 million deferred tax asset write-up in Q4 2017 due to corporate tax reform.

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(2)

Defined as aggregate merger consideration less Fidelity reported tangible common equity at September 30, 2018.

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(3)

Core deposits defined as total deposits less time deposits greater than $250,000.

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(4)

Core deposits defined as total deposits less time deposits greater than $100,000.

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(5)

Based on Fidelity’s closing stock price of  $21.42 as of December 14, 2018.

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Stock Trading History

Sandler O’Neill reviewed the historical stock price performance of Fidelity common stock for the one-year period ended and the three-year period ended December 14, 2018. Sandler O’Neill then compared the relationship between the stock price performance of Fidelity’s shares to movements in the Fidelity Peer Group (as described below) as well as certain stock indices.

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Fidelity One-Year Stock Price Performance