NexTier Incorporated entered into an agreement to acquire Mars Bancorp, Inc. (OTCPK:MNBP) for $32 million on August 30, 2023. Under the terms of the merger agreement, shareholders of Mars will receive cash consideration of $20 for each share of Mars common stock owned. Upon consummation of the proposed transaction, Mars Bank will be merged with and into NexTier Bank, with the combined company and branch locations operating under the NexTier Bank brand. Clem Rosenberger, NexTier?s President and Chief Executive Officer will lead the combined institution, and Jim Dionise, Mars President and Chief Executive Officer, will join the NexTier Bank Board of Directors upon the consummation of the merger.

The transaction is subject to receipt of approvals from regulatory authorities, the approval of Mars' shareholders, and the satisfaction of other customary closing conditions. The agreement was unanimously approved by the Boards of Directors of NexTier and Mars. Mars Bancorp shareholders overwhelmingly approved the agreement at a special meeting held on November 29, 2023. As of January 30, 2024, NexTier and Mars received all regulatory approvals, including approval from the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, and the Pennsylvania Department of Banking and Securities, necessary to complete the proposed merger. The transaction is expected to close in the first quarter of 2024. A legal closing for the merger is scheduled for February 16, 2024, with system conversions planned for February 17, 2024 to February 19, 2024. All existing Mars Bank branches will open on February 20, 2024 as NexTier Bank locations. Janney Montgomery Scott, LLC acted as financial advisor and Alston & Bird LLP acted as legal counsel to NexTier. D.A. Davidson & Co. acted as financial advisor and Silver, Freedman, Taff & Tiernan LLP acted as legal counsel to Mars.