Bank First Corporation Agrees to Purchase Denmark Bancshares, Inc.

MANITOWOC, Wis. and DENMARK, Wis., January 19, 2022 /PRNewswire/ --

Key Highlights of the Recent Deal

  • Aligns with Bank First's strategic growth objectives in the State of Wisconsin
  • Enhances the range of products and services available to customers of both institutions
  • Both companies share a similar community-focused approach to banking
  • Strengthens Bank First's market share in Northeast Wisconsin through increased deposits
  • Combining Denmark's agricultural banking expertise with Bank First's commitment and scale will result in improved services for farmers across Wisconsin.

Bank First Corporation (Nasdaq: BFC) ("Bank First" or "the Company") has announced the signing of an Agreement and Plan of Merger with Denmark Bancshares, Inc. (OTCQX: DMKBA and DMKBB) ("Denmark"), the parent company of Denmark State Bank, a Wisconsin state-chartered bank. This agreement entails Bank First acquiring 100% of the common stock of Denmark through a combination of stock and cash.

According to the terms of the merger, each shareholder of Denmark will have the choice to receive either $38.10 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. Customary allocation processes will be followed to ensure that no less than 80% of Denmark shares receive stock consideration, while no greater than 20% receive cash consideration. The total value of the transaction is estimated at around $119 million.

As of December 31, 2021, Denmark held approximately 7.6 million in consolidated assets, $479.4 million in gross loans, 4.5 million in deposits, and .0 million in consolidated stockholders' equity. Based on the financial results as of December 31, 2021, the combined company is projected to have total assets of approximately $3.6 billion, loans of approximately $2.7 billion, and deposits of approximately $3.2 billion.

The Agreement and Plan of Merger has been approved by the Boards of Directors of both Bank First and Denmark. The completion of the transaction, planned for the early third quarter of 2022, is subject to customary closing conditions, including regulatory approval and the approval of shareholders from both institutions.

The merger of these two entities leverages their diverse areas of expertise, resulting in a more robust organization. Denmark has established itself as a leading provider of financial products and services in Northeast Wisconsin, garnering a strong deposit base. This complements Bank First's already solid presence in Manitowoc County and reinforces its expanding presence in Brown County. Bank First has recently announced the acquisition of a seven-acre plot of land to construct a new flagship office near the Meijer store in Green Bay, on Shawano Avenue and South Taylor Street, further solidifying its commitment to Green Bay and the surrounding communities.

Customers of Denmark will benefit from Bank First's 49.8% ownership of UFS, LLC, a bank technology outfitter that offers digital, core, cybersecurity, managed IT, and cloud services to banks in the Midwest. Bank First's partnership with UFS provides unique access to the latest banking technology advancements at an accelerated pace compared to its competitors.

Bank First's commitment to delivering innovative offerings and services will enable the people of Denmark to access a diverse range of retail banking products and loan programs tailored to their unique individual or familial needs. For businesses, there is the added advantage of leveraging our combined organization's treasury management products and services, particularly Bank First's in-house merchant services program. Furthermore, Denmark brings valuable expertise in agricultural banking, with a history dating back to 1909. As Bank First continues to expand in this sector, Denmark's highly knowledgeable agricultural team will play a crucial role.

"We are delighted to join forces with Denmark State Bank and expand our presence in Wisconsin," expressed Mike Molepske, President and Chief Executive Officer of Bank First. "Much like Bank First, Denmark has a longstanding tradition of relationship banking. Bank First and Denmark were established in 1894 and 1909 respectively. Together, we will uphold our shared mission of fostering meaningful relationships and strengthening the communities we serve by offering value-focused financial solutions and supporting volunteerism and philanthropic endeavors."

"We eagerly anticipate collaborating to preserve our commitment to community banking in Northeastern Wisconsin," added Scot Thompson, President and Chief Executive Officer of Denmark State Bank. "At Denmark State Bank, our core values include integrity, honesty, and exceptional customer service, and Bank First is the perfect partner to carry these values forward for years to come. This partnership enhances our team, provides our customers with an expanded suite of products, and adds value to our devoted shareholders."

Bank First received financial advice from Hovde Group, LLC and legal counsel from Alston & Bird LLP. Denmark sought financial advice from Piper Sandler & Co. and legal counsel from Godfrey & Kahn S.C.

Bank First Corporation, a bank holding company based in Manitowoc, Wisconsin, boasts total assets of approximately $2.9 billion. It owns and operates Bank First, a nationally-chartered community bank with 21 banking centers serving Wisconsin. The bank's roots trace back to 1894 when it was established as the Bank of Manitowoc. For more information on Bank First, please visit their website at www.bankfirstwi.bank.

Denmark Bancshares, Inc., a bank holding company headquartered in Denmark, Wisconsin, has total assets of around 7.6 million. Its primary operation involves owning and operating Denmark State Bank, an independent community bank with seven banking offices in Denmark, Bellevue, Howard, Lawrence, Reedsville, Shawano, and Whitelaw. Denmark State Bank offers a wide range of financial products and services, including loans, deposits, mortgage banking, and investment services.

Forward-Looking Statements:

This news release contains "forward-looking statements" in accordance with the Private Securities Litigation Reform Act of 1995. Generally, these forward-looking statements utilize terms such as "may," "believe," "expect," "anticipate," "intend," "should," "plan," "estimate," "predict," "continue," "potential," or their negative counterparts, along with other comparable terminology. These statements, including those concerning the anticipated timing of the Merger's completion, the expected benefits for shareholders, the potential improvement in operating efficiency resulting from the Merger, estimated expense reductions resulting from the transactions and their projected timing, the impact on and the timeline for the recovery of tangible book value, and the effect of the Merger on Bank First's capital ratios, reflect the beliefs of management at the time they were made and should not be considered as guarantees of future performance. Forward-looking statements are subject to various assumptions, risks, and uncertainties that evolve over time and may cause actual results or financial conditions to deviate materially from those expressed or implied in such statements.

Factors that may result in or contribute to such discrepancies include, but are not confined to (1) the likelihood that the Merger's cost savings and potential revenue synergies may not materialize or may take longer than expected to materialize, (2) the disturbance caused by the Merger in customer, supplier, employee, or other business partner relationships, (3) the occurrence of any event, change, or other circumstances that could lead to the termination of the Merger Agreement, (4) the risk of effectively integrating Denmark's business into Bank First, (5) the failure to obtain necessary approval from shareholders of Denmark or Bank First, (6) the extent of costs, fees, expenses, and charges associated with the Merger, (7) Bank First's ability to secure the requisite governmental approvals for the Merger, (8) reputational risk and the response of customers, suppliers, employees, or other business partners of both companies to the Merger, (9) the failure to satisfy the closing conditions in the Merger Agreement or any unexpected delays in the closing of the Merger, (10) the possibility of significant delays or higher-than-anticipated costs or difficulties in integrating Denmark's operations into Bank First's operations, (11) the potential that the Merger could be more costly to complete than anticipated, including due to unforeseen factors or events, (12) the dilution resulting from Bank First's issuance of additional shares of its common stock in the Merger transaction, and (13) general competitive, economic, political, and market conditions. Other pertinent risk factors may be disclosed periodically in Bank First's press releases and submissions to the Securities and Exchange Commission (the "SEC"). As a result, no forward-looking statement can be guaranteed. Neither Bank First nor Denmark assumes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. For any forward-looking statements made in this press release or any related documents, Bank First and Denmark claim protection under the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995.

Additional Details on the Merger and Where to Locate ThemThis press release is not an offer to sell or a solicitation of an offer to buy any securities, nor is it a solicitation of any vote or approval in relation to the proposed transaction. Offers of securities will only be made through a prospectus that meets the requirements of the Securities Act of 1933, as amended, and no offers to sell or solicitations of offers to buy will be made in any jurisdiction where such offers or solicitations would be illegal. In connection with the proposed Merger, Bank First will submit a registration statement on Form S-4 to the SEC. This registration statement will include a joint proxy statement from Denmark and Bank First, as well as a prospectus from Bank First, along with other relevant documents pertaining to the proposed transaction. WE ENCOURAGE INVESTORS AND SHAREHOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4, AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BANK FIRST, DENMARK, AND THE PROPOSED MERGER. The joint proxy statement/prospectus will be sent to Denmark and Bank First shareholders to seek the required shareholder approval. Investors and shareholders will be able to obtain free copies of the registration statement on Form S-4, the related joint proxy statement/prospectus, and other documents filed with the SEC by Bank First on the SEC's website at www.sec.gov. Copies of documents filed with the SEC by Bank First will also be available free of charge upon written request to Bank First Corporation, P.O. Box 10, Manitowoc, Wisconsin 54221-0010, Attention: Kelly Dvorak. Bank First's telephone number is (920) 652-3100.

Participants in the TransactionBank First, Denmark, and certain directors and executive officers of each company may be considered participants in the solicitation of proxies from Denmark and Bank First shareholders in connection with the proposed transaction. Specific information about the interests of these participants, including a description of their direct and indirect interests through ownership of securities or in any other capacity, will be provided in the joint proxy statement/prospectus concerning the proposed transaction when it becomes available. Further information about Bank First and its directors and officers can be found on Bank First's Investor Relations page at www.BankFirstWI.bank.

For any inquiries regarding ContactsBank First, please reach out to Mike Molepske, who serves as the President & CEO. You can connect with him through email at [email protected] or by calling (920) 652-3202.

In Denmark, Scot Thompson holds the positions of Chairman, President, and CEO. To get in touch with him, you can send an email to [email protected] or call (920) 863-1057.

If you require additional information, please contact Deb Weyker, who holds the role of Vice President of Marketing. You can reach her by phone at (920) 652-3274.

For press-related inquiries, you can email [email protected].

Source: Bank First Corporation.

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