Item 1.01 Entry into a Material Definitive Agreement.
On October 6, 2021, Bank7 Corp. (the "Company"), an Oklahoma corporation and
holding company for Bank7, an Oklahoma banking corporation ("Bank7"), entered
into a Share Acquisition Agreement with Watonga Bancshares, Inc., an Oklahoma
corporation ("WBI"), Cornerstone Bank, an Oklahoma banking corporation
("Cornerstone Bank"), and Randy Barrett solely as representative (the "Share
Acquisition Agreement") pursuant to which the Company will acquire all of the
issued and outstanding shares of WBI (the "Share Acquisition"). The
consideration for the Share Acquisition will be approximately $32 million,
subject to certain conditions and adjustments as set forth in the Share
The closing of the Share Acquisition is subject to customary closing conditions,
including the receipt of regulatory approvals and approval of the shareholders
of WBI. The closing of the Share Acquisition is expected to occur during the
fourth quarter of 2021, although delays could occur.
The Agreement also provides that, immediately following the Share Acquisition,
subject to shareholder and regulatory approvals, WBI shall be dissolved in
accordance with the Oklahoma General Corporation Act, which will result in
Cornerstone Bank being directly owned by the Company. Immediately following the
dissolution of WBI, Cornerstone Bank will be merged with and into Bank7 with
The description above is qualified in its entirety by reference to the full text
of the Share Acquisition Agreement, which is attached as Exhibit 10.1 to this
Current Report Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On October 7, 2021, the Company issued a press release announcing the Share
Acquisition Agreement and the transactions contemplated by the Share Acquisition
Agreement, which included a link to an investor presentation prepared by the
Company illustrating further details of the Share Acquisition. A copy of the
press release is attached hereto as Exhibit 99.1 and a copy of the investor
presentation is attached hereto as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed herewith:
10.1 Share Acquisition Agreement dated as of October 6, 2021 by and among
Bank7 Corp., Watonga Bancshares, Inc., Cornerstone Bank, and Randy
Barrett solely in his capacity of representative
99.1 Press release dated October 7, 2021
99.2 Investor Presentation
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