お知らせ • Jan 03
Bank First Corporation (NasdaqCM:BFC) completed the acquisition of Centre 1 Bancorp, Inc.
Bank First Corporation (NasdaqCM:BFC) entered into an agreement and plan of merger to acquire Centre 1 Bancorp, Inc. for approximately $170 million on July 17, 2025. The consideration consists of common equity of Bank First Corporation at a ratio of 0.92 per common equity of Centre 1 Bancorp, Inc. As part of consideration, $173.8 million is paid towards common equity of Centre 1 Bancorp, Inc. Following the transaction, Bank First Corporation and Center 1 Bancorp will have a proforma ownership of 88% and 12%, respectively. Pursuant to the agreement, Centre 1 will merged with and into Bank First, where Bank First will be the surviving entity. Additionally, Bank First, N.A., Bank First's wholly-owned subsidiary, and The First National Bank and Trust Company, Centre 1’s wholly-owned subsidiary, shall merged, with Bank First N.A. as the surviving bank. In case of termination of transaction, Centre 1 will pay a termination fee of $5.3 million. The transaction is expected to cause a TBV dilution of 5.1% at closing. However, this dilution is anticipated to be earn back within 0.75 years, utilizing crossover method. Cost savings expected of targeting 40.0% of Center’s expense base, which amounts to $2.0 million when fully phased-in. These savings are expected to be 75% realized during 2026, with full realization thereafter. Transaction is expected to project EPS accretion of 33.9% and 31.1% in 2026 and 2027, respectively.
Center 1 Chairman and Chief Executive Officer, Steve Eldred, is expected to join the Bank First Board of Directors. The Merger Agreement has been unanimously approved by the boards of directors of Bank First and Centre 1. The transaction is subject to various closing conditions, including (1) approval of the Merger Agreement and the Merger by shareholders of Centre; (ii) the receipt of certain regulatory approvals, such as filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC, the OCC, and applicable state banking agencies, the Wisconsin Department of Financial Institutions and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (iii) registration statement effectiveness(S-4 / F-4); (iv) the shares of BFC common stock to be issued in connection with the Merger being approved for listing on the National Market System of The Nasdaq Stock Market; and (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, HSR act approval, court approval. The expected completion of the transaction is in the first quarter of 2026. The transaction is expected to have strong EPS accretion in 2026 and 2027.
Hovde Group, LLC acted as fairness opinion provider for Centre 1 Bancorp, Inc and will receive a fee of $0.25 million for opinion rendered. Piper Sandler & Co. acted as financial advisor for Bank First Corporation. Mark Kanaly, Kerry Wenzel, Cliff Stanford and David Park of Alston & Bird LLP acted as legal advisor for Bank First Corporation. John Freechack of Barack Ferrazzano Kirschbaum & Nagelberg LLP acted as legal advisor for Centre 1 Bancorp, Inc. On October 16, 2025, it was announced that the transaction has received all required regulatory approvals and is expected to close on January 1, 2026, subject to customary closing conditions and approval by Centre's shareholders. Following the close of the transaction, First National Bank and Trust will become a division of Bank First until the system conversion, expected to take place in the second quarter of 2026.
Bank First Corporation (NasdaqCM:BFC) completed the acquisition of Centre 1 Bancorp, Inc. on January 1, 2026.