First Mid Bancshares, Inc. executed a definitive agreement to acquire Blackhawk Bancorp, Inc. from JAM Special Opportunities Fund and others for $90.3 million.
March 20, 2023
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First Mid Bancshares, Inc. (NasdaqGM:FMBH) executed the letter of intent to acquire Blackhawk Bancorp, Inc. (OTCPK:BHWB) from JAM Special Opportunities Fund and others on December 28, 2022. First Mid Bancshares, Inc. (NasdaqGM:FMBH) executed a definitive agreement to acquire Blackhawk Bancorp, Inc. (OTCPK:BHWB) from JAM Special Opportunities Fund and others for $90.3 million on March 21, 2023. As per the terms of the transaction, Blackhawk shareholders will receive 1.15 shares of FMBH common stock for each share of BHWB common stock. The aggregate consideration to be paid by First Mid is approximately $90.3 million, subject to certain conditions and adjustments. First Mid shall own 86% while BHWB shall own 14% of the combined company. It is anticipated that Blackhawk's wholly-owned bank subsidiary, Blackhawk Bank (“Blackhawk Bank”), will be merged with and into First Mid's wholly-owned bank subsidiary, First Mid Bank & Trust, N.A. (“First Mid Bank”), at a date following completion of the Merger. BHWB shall pay a termination fee of $3.5 million to First Mid. The transaction has been unanimously approved by each company's board of directors and is subject to regulatory approvals, the approval of Blackhawk's stockholders, all required regulatory waiting periods shall have expired, Registration Statement shall have become effective and the satisfaction of customary closing conditions. The deal is expected to close in the second half of 2023. On May 26, 2023, First Mid received approval of the merger from the Board of Governors of the Federal Reserve System. As of June 6, 2023, First Mid received approval of the Merger from the State of Wisconsin Department of Financial Institutions. As of May 9, 2023, the merger is anticipated to be completed in the third quarter of 2023. The transaction is estimated to be approximately 22% accretive to earnings per share in 2024.
Piper Sandler & Co. served as exclusive financial advisor, due diligence provider and rendered a fairness opinion to Blackhawk. John T. Reichert of Reinhart Boerner Van Deuren S.C. served as legal advisor and due diligence provider to Blackhawk. Janney Montgomery Scott LLC served as exclusive financial advisor and due diligence provider to First Mid. Jason Zgliniec, Nicholas M. Tipsord and Olga Bogush of ArentFox Schiff LLP served as legal advisor to First Mid. Computershare Trust Company, National Association acted as exchange agent to First Mid Bancshares, Inc.
First Mid Bancshares, Inc. is a financial holding company. The Company is the parent company of First Mid Bank & Trust, N.A. (First Mid Bank)., Blackhawk Bank, First Mid Insurance Group, Inc. (First Mid Insurance) and First Mid Wealth Management Company. It is engaged in the business of banking through its wholly owned subsidiary, First Mid Bank. The Company offers insurance products and services to customers through its wholly owned subsidiary, First Mid Insurance. The Company offers trust, farm services, investment services, and retirement planning through its wholly owned subsidiary, First Mid Wealth Management Company. First Mid provides a range of financial services, including banking, wealth management, brokerage, Ag services, and insurance through a network of locations throughout Illinois, Missouri, Texas, and Wisconsin and in Indianapolis area. First Mid Wealth Management Company offers services, such as retirement planning, financial planning, and investment services.
First Mid Bancshares, Inc. executed a definitive agreement to acquire Blackhawk Bancorp, Inc. from JAM Special Opportunities Fund and others for $90.3 million.
FIRST MID BANCSHARES, INC. 
