Bank First Corporation Signs Definitive Agreement to Acquire Hometown Bancorp, Ltd

Rhea-AI Summary

Bank First Corporation (BFC) announced a merger agreement with Hometown Bancorp, Ltd, valued at approximately $124 million. Hometown shareholders can choose between $29.16 in cash or 0.3962 shares of BFC stock. The merger aims to enhance market presence in central Wisconsin, increasing lending capacity and operational efficiencies. Hometown's CEO, Tim McFarlane, will join BFC as President and on its Board of Directors. The merger is expected to close in Q4 2022, pending regulatory approvals. Combined assets post-merger will reach $4.3 billion.

Positive

• Strengthens market presence in central Wisconsin.
• Increased lending capacity for Hometown customers.
• Operational synergies expected to enhance shareholder value.
• Access to advanced banking technology via UFS, LLC.

Negative

• None.

Highlights of the Announced Transaction

• Both companies share a relationship-based philosophy focused on providing personalized products and services to the communities they serve.
• Strengthens Bank First's franchise through a larger branch network and greater market share in central Wisconsin.
• The combined organization's scale will increase lending capacity to Hometown customers, allowing its team of bankers to service larger relationships at the local level.
• Leverages the operational strengths of both institutions, increasing shareholder value.
• Tim McFarlane, President & CEO of Hometown, to join Bank First as President and will join the Board of Directors of Bank First, N.A. He will also be nominated to the Bank First Corporation Board of Directors.

MANITOWOC, Wis. and FOND DU LAC, Wis., July 26, 2022 /PRNewswire/ -- Bank First Corporation (Nasdaq: BFC) ("Bank First" or "the Company"), the holding company of Bank First, N.A., announced today the signing of an Agreement and Plan of Merger with Hometown Bancorp, Ltd. ("Hometown"), parent company of Hometown Bank, a Wisconsin state-chartered bank, under which Bank First has agreed to acquire 100% of the common stock of Hometown in a combined stock-and-cash transaction.

Under the terms of the Agreement and Plan of Merger, each Hometown shareholder will have the option to receive either $29.16 in cash or 0.3962 of a share of Bank First's common stock in exchange for each share of Hometown common stock, subject to customary proration and allocation procedures, such that no less than 70% of Hometown shares will receive stock consideration and no greater than 30% will receive cash consideration. The aggregate consideration is valued at approximately $124 million, based on the closing price of Bank First common stock as of July 22, 2022 of $75.23 per share.

Bank First's focus on providing innovative products and services will allow the customers of Hometown to benefit from a wide array of retail banking products and loan programs tailored to the unique needs of each individual or family.

Hometown shareholders and customers will also benefit from Bank First's 49.8% ownership of UFS, LLC, a bank technology outfitter, which provides digital, core, cybersecurity, managed IT, and cloud services to banks in the Midwest. Bank First's relationship with UFS creates opportunities to access the latest advancements in banking technology at a faster rate than its peers.

Mike Molepske, President and Chief Executive Officer of Bank First stated, "We are excited to welcome Tim McFarlane and the relationship focused team of bankers at Hometown to Bank First. I've had the pleasure of knowing Tim throughout my banking career and working with him as well.  I am looking forward to collaborating with Tim and his team as we combine our organizations. Together, we will provide exceptional value to our employees, customers, and shareholders."

"Our organizations' shared values make this partnership a natural fit," stated Tim McFarlane, President and Chief Executive Officer of Hometown. "By joining with Bank First, we found an opportunity to align with a partner that shares our passion for providing personalized customer service and shows a genuine concern for the well-being of our employees, customers, and communities. We see a great opportunity to complement Bank First's strengths while leveraging their capabilities to add value to our customers in the form of leading-edge technology and a large breadth of retail and business offerings."

Upon completion of the merger, Tim McFarlane will assume the role of President and will join the Board of Directors of Bank First, N.A. He will also be nominated to the Bank First Corporation Board of Directors. Mike Molepske will continue serving as Chief Executive Officer and Chairman of the Boards of Directors of Bank First Corporation and Bank First, N.A.

The Boards of Directors of Bank First and Hometown have approved the Agreement and Plan of Merger. The closing of the transaction is expected to be in the fourth quarter of 2022, subject to customary closing conditions, including regulatory approval, approval by Hometown's shareholders, and obtaining a conversion date from UFS and Fiserv.

As of June 30, 2022, Hometown had approximately $627.6 million in consolidated assets, $421.2 million in gross loans, $538.7 million in deposits and $65.5 million in consolidated stockholders' equity. Based on the financial results as of June 30, 2022, the combined company, inclusive of projected balances to be acquired from the proposed acquisition of Denmark Bancshares, Inc., will have total assets of approximately $4.3 billion, loans of approximately $3.3 billion and deposits of approximately $3.7 billion.

Piper Sandler & Co. served as financial advisor to Bank First and Alston & Bird LLP served as legal counsel. Reinhart Boerner Van Deuren, s.c. served as legal counsel to Hometown.

Bank First Corporation
Bank First Corporation is a bank holding company headquartered in Manitowoc, Wisconsin with total assets of approximately $2.9 billion. Its principal activity is the ownership and operation of Bank First, a nationally-chartered community bank that operates 21 banking centers serving Wisconsin. The bank's history dates back to 1894 when it was founded as the Bank of Manitowoc. For more information on Bank First, please visit bankfirst.com.

Hometown Bancorp, Ltd
Hometown Bancorp, Ltd is a bank holding company headquartered in Fond du Lac, Wisconsin with total assets of approximately $627.6 million. Its principal activities are the ownership and management of its wholly owned subsidiary, Hometown Bank. The bank generates commercial, mortgage and consumer loans and offers various deposits and savings plans to customers located primarily within central and northeastern Wisconsin. For more information on Hometown, please visit htbwi.com.

For further information, contact:
Deb Weyker, Vice President Marketing
Phone: (920) 652-3274
dweyker@bankfirst.com

 

 

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SOURCE Bank First Corporation

FAQ

What is the merger agreement between Bank First Corporation and Hometown Bancorp?

Bank First Corporation (BFC) has signed a merger agreement to acquire Hometown Bancorp, Ltd for approximately $124 million.

What are the terms of the Hometown Bancorp acquisition?

Hometown shareholders can receive either $29.16 in cash or 0.3962 shares of Bank First's common stock, with at least 70% of shares receiving stock.

Who will lead Bank First after the merger?

Tim McFarlane, Hometown's current CEO, will join Bank First as President and will be on its Board of Directors.

When is the Bank First and Hometown Bancorp merger expected to close?

The transaction is anticipated to close in the fourth quarter of 2022, subject to regulatory approvals.

What will be the financial impact of the Bank First and Hometown merger?

Post-merger, the combined company will have approximately $4.3 billion in total assets.