Bank First Corporation (NasdaqCM:BFC) entered into the non-binding letter of intent to acquire Denmark Bancshares, Inc. (OTCPK:DMKB.A) for approximately $120 million on December 2, 2021. Bank First Corporation signed a definitive agreement to acquire Denmark Bancshares, Inc. for approximately $120 million on January 18, 2022. Under the terms of the agreement and plan of merger, each Denmark shareholder will have the option to receive either $38.1 in cash per share or 0.5276 of a share of Bank FirstÆs common stock in exchange for each share of Denmark common stock, subject to customary proration and allocation procedures, such that no less than 80% of Denmark shares will receive stock consideration and no greater than 20% will receive cash consideration. The aggregate consideration is valued at approximately $119.5 million. Notwithstanding the foregoing, the aggregate merger consideration (including the per share cash consideration and per share stock consideration) is subject to a downward adjustment if DBIÆs tangible equity capital (as calculated per the Merger Agreement) is less than $67,565,297 at the time of the closing of the merger. Each outstanding share of DBI common stock subject to vesting restrictions shall become vested immediately prior to the effective time of the merger and will be converted into the right to receive the same merger consideration that other DBI shareholders are entitled to receive. Each outstanding share of BFCÆs common stock shall remain outstanding and unaffected by the merger. Post-acquisition, Bank First Corporation will hold 85% and Denmark Bancshares will hold 15% stake in combine company. In the event of termination, DBI will pay BFC a termination fee equal to $4.8 million.
Consummation of the merger is subject to various customary conditions, including (i) approval of the merger agreement and the merger by shareholders of DBI; (ii) approval of the merger agreement, the merger and the issuance of shares of BFC common stock in connection with the merger by shareholders of BFC; (iii) the receipt of certain regulatory approvals; (iv) no injunctions or other legal restraints preventing the consummation of the merger; (v) the U.S. Securities and Exchange Commission (ôSECö) having declared effective BFCÆs registration statement covering the issuance of shares of BFCÆs common stock in the merger; and (vi) 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. The transaction is also subject to shares of BFC Common Stock to be issued in connection with the merger shall have been approved for listing on the trading market and dissenting Shares shall be less than five percent (5%) of the issued and outstanding shares of DBI Common Stock. The merger agreement has been unanimously approved by the boards of directors of BFC and DBI. As of June 26, 2022, the Federal Reserve Board announced its approval of the application by Bank First Corporation, Manitowoc, Wisconsin, to merge with Denmark Bancshares, Inc., and thereby indirectly acquire its subsidiary bank, Denmark State Bank, both of Denmark, Wisconsin. As of June 30, 2022, Bank First has received approval from the required regulatory agencies to merge Denmark Bancshares, Inc. Shareholders from both banks also approved the merger during special shareholder meetings held on June 13, 2022. The transaction is expected to close in the early third quarter of 2022.
Computershare, Inc. acted as transfer agent to Bank First Corporation. Hovde Group, LLC served as financial advisor for a fee of $0.8 million and Mark Kanaly of Alston & Bird LLP served as legal counsel to Bank First. Piper Sandler & Co. served as financial advisor for a fee of $1.5 million and Patrick S. Murphy of Godfrey & Kahn S.C. served as legal counsel to Denmark. Hovde Group, LLC acted as fairness opinion provider to the board of Bank First for a fee of $0.2 million. Piper Sandler & Co. acted as fairness opinion provider to the board of Denmark for a fee of $0.18 million.
Bank First Corporation (NasdaqCM:BFC) completed the acquisition of Denmark Bancshares, Inc. (OTCPK:DMKB.A) on August 12, 2022.