Bank First Corporation (NasdaqCM:BFC) signed a definitive agreement to acquire Hometown Bancorp, Ltd. for approximately $120 million on July 25, 2022. Under the terms of the Agreement and Plan of Merger, each Hometown shareholder will have the option to receive either $29.16 in cash or 0.3962 of a share of Bank First's common stock in exchange for each share of Hometown common stock, subject to customary proration and allocation procedures, such that no less than 70% of Hometown shares will receive stock consideration and no greater than 30% will receive cash consideration. The aggregate consideration is valued at approximately $124 million. As of June 30, 2022, Hometown had approximately $627.6 million in consolidated assets. Tim McFarlane, President & Chief Executive Officer of Hometown, to join Bank First as President and will join the Board of Directors of Bank First, N.A. He will also be nominated to the Bank First Corporation Board of Directors. Mike Molepske will continue serving as Chief Executive Officer and Chairman of the Boards of Directors of Bank First Corporation and Bank First, N.A. HTB will pay BFC a termination fee equal to $6.2 million in case of termination.

Consummation of the Merger is subject to various customary conditions, including (i) approval of the Merger Agreement and the Merger by shareholders of HTB; (ii) the receipt of certain regulatory approvals; (iii) no injunctions or other legal restraints preventing the consummation of the Merger; (iv) the U.S. Securities and Exchange Commission (“SEC”) having declared effective BFC's registration statement covering the issuance of shares of BFC's common stock in the Merger; (v) the receipt by each party of a tax opinion to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended; (vi) the accuracy of representations and warranties of the parties and compliance by the parties with their respective covenants and obligations under the Merger Agreement (subject to customary materiality qualifiers); and (vii) the absence of a material adverse effect with respect to either BFC or HTB; Shares of BFC Common Stock to be issued in connection with the Merger shall have been approved for listing on the Trading Market; Dissenting Shares shall be less than ten percent (10%) of the issued and outstanding shares of HTB Common Stock. The Merger Agreement has been unanimously approved by the boards of directors of BFC and HTB. As of November 15, 2022, Bank First announced that it has received approval from the required regulatory agencies to merge with Hometown Bancorp, Ltd. As of January 13, 2023, Bank First Corporation has received approval from the shareholders of Hometown Bancorp, Ltd. The closing of the transaction is expected to be in the fourth quarter of 2022. The deal is expected to close during the first quarter of 2023. The merger is scheduled for February 10, 2023. Transaction will result in strong EPS accretion of 13.0% in first full-year with cost savings.

Piper Sandler & Co. served as financial advisor to Bank First and Mark Kanaly, David park of Alston & Bird LLP served as legal counsel and due diligence provider. John T. Reichert of Reinhart Boerner Van Deuren s.c. served as legal counsel to Hometown. Computershare, Inc. will serve as exchange agent (the “ Exchange Agent ”) for the payment and exchange of the Merger Consideration. Computershare, Inc. acted as transfer agent to Bank First.

Bank First Corporation (NasdaqCM:BFC) completed the acquisition of Hometown Bancorp, Ltd. for approximately $130 million on February 10, 2023. Based on final shareholder elections, approximately 87% of the total merger consideration was comprised of Bank First's common stock and the remaining 13% was paid in cash. Effective with the closing, Tim McFarlane, President and Chief Executive Officer at Hometown Bank, assumed the role of President at Bank First. He has also been elected to the Board of Directors of Bank First and Bank First, N.A. Bank First issued totaled 1,450,272 shares valued at approximately $115.1 million, with cash of $15.4 million comprising the remainder of merger consideration.