Item 1.01 Entry Into a Material Definitive Agreement
On
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, subject to customary closing conditions discussed below.
Merger Consideration. Pursuant to the Merger Agreement, each outstanding share
of DBI common stock (both Class A and Class B) issued and outstanding
immediately prior to the effective time of the Merger will be converted into the
right to receive, at the election of each DBI shareholder, either (i)
Each outstanding share of BFC's common stock shall remain outstanding and unaffected by the Merger.
Representations and Warranties. The Merger Agreement contains usual and customary representations and warranties that BFC and DBI made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the contract between BFC and DBI and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating certain terms. Moreover, certain of the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to shareholders, and the representations and warranties may have been used to allocate risk between BFC and DBI rather than establishing matters of fact. For the foregoing reasons, no one should rely on such representations, warranties, covenants or other terms, provisions or conditions as statements of factual information regarding BFC or DBI at the time they were made or otherwise. The representations and warranties of the parties will not survive the closing.
Covenants; No Solicitation. Each party also has agreed to customary covenants, including, among others, covenants relating to the conduct of its business during the interim period between the execution of the Merger Agreement and the consummation of the Merger. Additionally, DBI has agreed (i) not to initiate, solicit, induce or knowingly encourage or take any action or facilitate any alternative acquisition transaction or, subject to certain exceptions, participate in discussions or negotiations regarding, or furnish any non-public information relating to, any alternative acquisition transaction and (ii) subject to certain exceptions, not to withdraw or modify, in a manner adverse to BFC, the recommendation of the DBI board of directors that DBI's shareholders approve the Merger Agreement and the Merger. In the event that DBI receives a proposal with respect to an alternative acquisition transaction that DBI board of directors determines is superior to the Merger, BFC will have an opportunity to match the terms of such proposal, subject to certain requirements.
Conditions to Closing. 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
Termination. The Merger Agreement may be terminated in certain circumstances,
including: (i) by mutual written agreement of the parties, (ii) by either party
if any regulatory approval required for consummation of the transactions
contemplated by the Merger Agreement has been denied by final non-appealable
action by the relevant governmental authority or an application for such
approval has been permanently withdrawn at the request of a governmental
authority, (iii) by either party if the approval of the shareholders of DBI or
BFC is not obtained, (iv) by either party in the event of a material breach by
the other party of any representation, warranty or covenant contained in the
Merger Agreement and such breach is not cured within thirty days, (v) by either
party if the Merger is not consummated on or before
Termination Fee. DBI will pay BFC a termination fee equal to
The foregoing summary of the Merger Agreement is not complete and is qualified
in its entirety by reference to the full text of the Merger Agreement and
certain exhibits attached thereto, a copy of which is filed as Exhibit 2.1
attached hereto and incorporated by reference herein. The Merger Agreement
should not be read alone, but should instead be read in conjunction with the
other information regarding BFC, its affiliates and their respective businesses,
and the information regarding the Merger Agreement, the Merger and DBI that will
be contained in, or incorporated by reference into, the registration statement
on Form S-4 of BFC that will include a joint proxy statement of BFC and DBI and
a prospectus of BFC and that will be filed with the
Voting Agreements
In connection with entering into the Merger Agreement, the directors and
executive officers of
Item 8.01 Other Events
On
In connection with the announcement of the Merger Agreement, BFC intends to provide supplemental information regarding the proposed transaction in connection with presentations to analysts and investors. The slides that will be made available in connection with the presentations are attached hereto as Exhibit 99.2 and are incorporated by reference herein.
Cautionary Statements Regarding Forward-Looking Information.
This Current Report contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as "may," "believe," "expect," "anticipate," "intend," "should," "plan," "estimate," "predict," "continue" and "potential" or the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of the Merger, the expected returns and other benefits of the Merger to shareholders, expected improvement in operating efficiency resulting from the Merger, estimated expense reductions resulting from the transactions and the timing of achievement of such reductions, the impact on and timing of the recovery of the impact on tangible book value, and the effect of the Merger on BFC's capital ratios. Forward-looking statements represent management's beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements.
Factors that could cause or contribute to such differences include, but are not
limited to (1) the risk that the cost savings and any revenue synergies from the
Merger may not be realized or take longer than anticipated to be realized,
(2) disruption from the Merger with customers, suppliers, employee or other
business partners relationships, (3) the occurrence of any event, change or
other circumstances that could give rise to the termination of the Merger
Agreement, (4) the risk of successful integration of DBI's business into BFC,
(5) the failure to obtain the necessary approval by the shareholders of DBI or
BFC, (6) the amount of the costs, fees, expenses and charges related to the
Merger, (7) the ability by BFC to obtain required governmental approvals of the
Merger, (8) reputational risk and the reaction of each of the companies'
customers, suppliers, employees or other business partners to the Merger,
(9) the failure of the closing conditions in the Merger Agreement to be
satisfied, or any unexpected delay in closing of the Merger, (10) the risk that
the integration of DBI's operations into the operations of BFC will be
materially delayed or will be more costly or difficult than expected, (11) the
possibility that the Merger may be more expensive to complete than anticipated,
including as a result of unexpected factors or events, (12) the dilution caused
by BFC's issuance of additional shares of its common stock in the Merger
transaction, and (13) general competitive, economic, political and market
conditions. Other relevant risk factors may be detailed from time to time in
BFC's reports and filings with the
Additional Information about the Merger and Where to Find It
This report does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer or solicitation would be unlawful.
In connection with the proposed Merger, BFC will file with the
Participants in the Transaction
BFC, DBI and certain of their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the shareholders
of DBI and BFC in connection with the proposed transaction. Certain information
regarding the interests of these participants and a description of their direct
and indirect interests, by security holdings or otherwise, will be included in
the joint proxy statement/prospectus regarding the proposed transaction when it
becomes available. Additional information about BFC and its directors and
officers may be found on BFC's Investor Relations page at www.BankFirstWI.bank
and in BFC's proxy statement filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, datedJanuary 18, 2022 , by and betweenBank First Corporation and Denmark Bancshares, Inc. 99.1 Joint Press Release ofBank First Corporation and Denmark Bancshares, Inc., datedJanuary 19, 2022 99.2 Investor Presentation datedJanuary 19, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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