공시 • Apr 02
First Busey Corporation (NasdaqGS:BUSE) completed the acquisition of Merchants and Manufacturers Bank Corporation (M&M)
First Busey Corporation (NasdaqGS:BUSE) entered into a non-binding letter of intent to acquire Merchants and Manufacturers Bank Corporation (M&M) for $39.7 million on August 31, 2023. First Busey Corporation (NasdaqGS:BUSE) entered into an agreement and plan of merger to acquire Merchants and Manufacturers Bank Corporation (M&M) from group of shareholders for $45.3 million on November 27, 2023. Under the terms of the merger agreement, M&M's stockholders will have the right to elect to receive either $117.74 in cash, 5.7294 shares of Busey common stock, or mixed consideration of $34.55 in cash and 4.0481 shares of Busey common stock. Shareholder elections are subject to proration such that total consideration consists of approximately 71% Busey common stock and 29% cash. The aggregate implied transaction value is approximately $41.6 million and $3 million of outstanding preferred share to be redeemed at par. As of September 30, 2023, M&M had consolidated total assets of approximately $473.1 million, total gross loans of approximately $406.0 million, total deposits of approximately $398.5 million and total stockholders’ equity of approximately $32.3 million. It is anticipated M&M Bank will be merged with and into Busey Bank at a date following the completion of the merger. At the time of the bank merger, M&M Bank banking centers will become branches of Busey Bank. The combined pro forma franchise will serve customers through more than 60 full-service locations, including 21 in Central Illinois markets, 18 in suburban Chicago markets, 20 in the St. Louis metropolitan area, one in Indianapolis and three in Southwest Florida. If this agreement is terminated, then Merchants and Manufacturers Bank will pay $1.7 million to First Busey.The transaction is subject to customary closing conditions, all requisite regulatory approvals shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated, The Registration Statement shall have become effective under the Securities Act., First Busey shall have received a written opinion of Barack Ferrazzano Kirschbaum & Nagelberg LLP, as of the Closing Date, Merchants and Manufacturers Bank shall have tangible Common Equity of no less than $27,000,000, First Busey shall have filed with the Nasdaq Stock Market, LLC a notification form for the listing of all shares of First Busey Common Stock to be delivered in the Merger, Merchants and Manufacturers Bank shall have received a written opinion of ArentFox Schiff LLP to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and required approvals, including the approval of M&M's stockholders of the transaction. The boards of directors of Merchants and Manufacturers Bank and First Busey have determined that it is in the best interests of their respective companies and their stockholders to consummate the strategic business combination. On March 20, 2024, M&M's shareholders voted to approve the merger agreement. Additionally, First Busey has received approval of the merger from the Board of Governors of the Federal Reserve System. This approval was contingent on First Busey receiving all other regulatory approvals, including approval from the Federal Deposit Insurance Corporation and the Illinois Department of Financial and Professional Regulation, which have also been received. The transaction is expected to close in second quarter 2024. As of March 22, 2024, the Merger is anticipated to be completed on April 1, 2024. The transaction will be 6% plus EPS accretion in 2026 and 2026. Abdul R. Mitha of Barack Ferrazzano Kirschbaum & Nagelberg LLP served as legal counsel to Busey. Jason Zgliniec, Edward Spacapan, David Sattelberger, Derek Barella, Evgeny Magidenko, Brian Friederich, and Matt Galo of ArentFox Schiff LLP served as legal counsel and Allen Laufenberg of Keefe, Bruyette & Woods, Inc., a Stifel Company served as financial advisor and fairness opinion provider to M&M. M&M agreed to pay Keefe, Bruyette & Woods a total cash fee equal to 1.50% of the aggregate consideration, $250,000 of which became payable to Keefe, Bruyette & Woods with the rendering of its opinion and the balance of which is contingent upon the closing of the merger. Armstrong Teasdale LLP acted as financial advisor to First Busey. Computershare Trust Company, Inc acted as exchange agent to First Busey. Barack Ferrazzano Kirschbaum & Nagelberg LLP acted as due diligence provider to First Busey. Georgeson LLC acted as information agent to First Busey.First Busey Corporation (NasdaqGS:BUSE) completed the acquisition of Merchants and Manufacturers Bank Corporation (M&M) on April 1, 2024. Busey will operate as Merchants and Manufacturers Bank Corporation's separate banking subsidiary of Busey until its merger with Busey Bank which is expected to occur in June 2024.