Announcement • Jan 01
Commerce Bancshares, Inc. (NasdaqGS:CBSH) completed the acquisition of remaining 99.1% stake in FineMark Holdings, Inc. (OTCPK:FNBT).
Commerce Bancshares, Inc. (NasdaqGS:CBSH) entered into a definitive merger agreement to acquire remaining 99.1% stake in FineMark Holdings, Inc. (OTCPK:FNBT) for approximately $510 million on June 16, 2025. Under the terms of the agreement, shareholders of FineMark will receive a fixed exchange ratio of 0.690 shares of Commerce common stock for each share of FineMark common stock. The per share value equates to $41.87 for FineMark. The transaction has been valued at approximately $585 million. The Merger Agreement provides that, upon the terms and conditions set forth therein, FineMark will merge with and into CBI-Kansas (the “Merger”), with CBI-Kansas continuing as the surviving corporation in the Merger. Promptly following the Merger, FineMark National Bank & Trust, a nationally-chartered commercial bank and trust company and wholly owned subsidiary of FineMark, will merge with and into Commerce Bank, a Missouri state-chartered trust company and wholly owned subsidiary of CBI-Kansas (the “Bank Merger”), with Commerce Bank continuing as the surviving bank in the Bank Merger. Commerce Bancshares Inc. will enter Florida with 10 branches to be ranked No. 37 with a 0.31% share of approximately $832.81 billion in total market deposits, will enter Arizona with two branches to be ranked No. 35 with a 0.13% share of approximately $209.39 billion in total market deposits and will enter South Carolina with one branch to be ranked No. 67 with a 0.05% share of approximately $121.99 billion in total market deposits. Upon completion of the transaction, the ownership structure will be approximately 93% for existing CBSH shareholders and 7% for FineMark shareholders. CBSH anticipates achieving cost saving synergies equal to 15% of FineMark's noninterest expenses, which equates to approximately $11.9 million annually. A core deposit intangible of 3% of non-time deposits will be recognized. This intangible will be amortized on a sum-of-the-years' digits basis over a period of 10 years. A termination fee of $24 million will be payable by FineMark in the event that the Merger Agreement is terminated under certain circumstances. Joseph R. Catti, the current Chairman & CEO of FineMark, will assume the roles of Chairman of Commerce Trust and CEO of FineMark, a division of Commerce Bank.
The completion of the Merger is subject to the satisfaction or waiver of customary conditions, including: (i) the receipt of FineMark Shareholder Approval; (ii) the filing of a notification of listing of the shares of Commerce Common Stock to be issued in the Merger with Nasdaq and non-objection by Nasdaq to such listing; (iii) the receipt of required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System and the Missouri Division of Finance, without such approvals having resulted in the imposition of a Materially Burdensome Regulatory Condition; (iv) the effectiveness of the registration statement on Form S-4 relating to the shares of Commerce Common Stock to be issued in the Merger and no stop order, or related proceedings, suspending the effectiveness of the S-4 will have been initiated or threatened; and (v) the absence of any law, order, injunction or decree or other legal restraint prohibiting or making illegal the consummation of the Merger. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (1) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (2) performance in all material respects by the other party of its obligations under the Merger Agreement, and (3) receipt by such party of an opinion from its counsel 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. Commerce’s obligation to complete the Merger is also subject to the conditions that (a) holders of not more than 10% of the outstanding shares of FineMark Common Stock have properly exercised their dissenters' rights under Florida law and (b) the absence of a material adverse effect with respect to FineMark since the execution of the Merger Agreement. Pending these approvals, the transaction is anticipated to close on January 1, 2026. The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. The definitive merger agreement has been approved by the board of directors of each company. As of August 21, 2025, the transaction has been approved by the Federal Reserve Bank of Kansas City and the Missouri Division of Finance. The transaction is projected to be accretive to CBSH's EPS by approximately $0.26 per share, representing a 6.5% accretion to its 2026 EPS. The deal is expected to result in a 2.2% dilution to tangible book value per share with the estimated earnback period for the tangible book value dilution is 1.6 years. As of Ocotber 15, 2025, FineMark’s shareholders have approved and adopted the definitive merger agreement. The transaction remains subject to customary closing conditions and is on track to close January 1, 2026.
Keefe, Bruyette & Woods, A Stifel Company, served as financial advisor and Paul Aguggia and Shawn Turner of Holland & Knight LLP acted as legal advisor to Commerce. Piper Sandler & Co. served as financial advisor and Mark Kanaly, Will Hooper, Cliff Stanford, Dan Felz, Meredith Gage, Blake MacKay, Andy Sumner, Kerry Wenzel, Heather Ripley and Brett Coburn of Alston & Bird LLP acted as legal advisor to FineMark.
Commerce Bancshares, Inc. (NasdaqGS:CBSH) completed the acquisition of remaining 99.1% stake in FineMark Holdings, Inc. (OTCPK:FNBT) on January 1, 2026. Promptly following the closing, FineMark National Bank & Trust was merged with and into Commerce Bank. FineMark will operate as FineMark Bank & Trust, a division of Commerce Bank, and will continue to serve clients from its current locations while preserving existing advisor-client relationships. Joseph Catti will become Chairman of Commerce Trust and will continue to lead the FineMark Bank & Trustdivision of Commerce Bank. The conversion of operational systems necessary for the integration is planned for the second half of 2026.
