Announcement • Jan 20

Bank First Corporation (NasdaqCM:BFC) signed a definitive agreement to acquire Denmark Bancshares, Inc. (OTCPK:DMKB.A) for approximately $120 million.

Bank First Corporation (NasdaqCM:BFC) signed a definitive agreement to acquire Denmark Bancshares, Inc. (OTCPK:DMKB.A) 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 First’s 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 DBI’s 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 BFC’s 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 (“SEC”) having declared effective BFC’s registration statement covering the issuance of shares of BFC’s 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. 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 and Mark Kanaly of Alston & Bird LLP served as legal counsel to Bank First. Piper Sandler & Co. served as financial advisor and Patrick S. Murphy of Godfrey & Kahn S.C. served as legal counsel to Denmark.

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Bank First Corporation (NasdaqCM:BFC) signed a definitive agreement to acquire Denmark Bancshares, Inc. (OTCPK:DMKB.A) for approximately $120 million.

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