BM Technologies to be Acquired by First Carolina Bank for $67 Million
BM Technologies (BMTX) has announced its acquisition by First Carolina Bank (FCB) in an all-cash transaction valued at approximately $67 million. BMTX stockholders will receive $5.00 per share, representing a 55% premium to the trading price as of October 24, 2024. After the transaction closes, expected in Q1 2025, BMTX will become a wholly owned subsidiary of FCB and will be delisted from NYSE. The company will continue operating under the BM Technologies name, led by Jamie Donahue. The acquisition gives FCB access to BMTX's nationwide deposit gathering business serving over 700 campuses.
BM Technologies (BMTX) ha annunciato la sua acquisizione da parte di First Carolina Bank (FCB) in una transazione completamente in contante valutata a circa 67 milioni di dollari. Gli azionisti di BMTX riceveranno 5,00 dollari per azione, rappresentando un premio del 55% rispetto al prezzo di mercato del 24 ottobre 2024. Dopo la chiusura della transazione, prevista per il primo trimestre del 2025, BMTX diventerà una controllata interamente controllata da FCB e sarà dismessa dalla NYSE. L'azienda continuerà a operare sotto il nome BM Technologies, guidata da Jamie Donahue. L'acquisizione offre a FCB l'accesso al business di raccolta depositi nazionale di BMTX, che serve oltre 700 campus.
BM Technologies (BMTX) ha anunciado su adquisición por parte de First Carolina Bank (FCB) en una transacción totalmente en efectivo valorada en aproximadamente 67 millones de dólares. Los accionistas de BMTX recibirán 5,00 dólares por acción, lo que representa una prima del 55% sobre el precio de trading al 24 de octubre de 2024. Después de que se cierre la transacción, prevista para el primer trimestre de 2025, BMTX se convertirá en una subsidiaria de propiedad total de FCB y será excluida de la NYSE. La empresa continuará operando bajo el nombre de BM Technologies, liderada por Jamie Donahue. La adquisición le brinda a FCB acceso al negocio de recolección de depósitos de BMTX a nivel nacional, que atiende a más de 700 campus.
BM Technologies (BMTX)는 First Carolina Bank (FCB)에 의해 약 6700만 달러 규모의 전액 현금 거래로 인수되었다고 발표했습니다. BMTX 주주들은 주당 5.00달러를 받게 되며, 이는 2024년 10월 24일 기준 거래 가격에 비해 55%의 프리미엄을 나타냅니다. 거래가 완료되면, 2025년 1분기에 예상되는 대로 BMTX는 FCB의 완전 자회사로 전환되고 NYSE에서 상장 폐지될 것입니다. 회사는 Jamie Donahue가 이끄는 BM Technologies라는 이름으로 계속 운영될 것입니다. 이번 인수는 FCB에게 BMTX의 700개 이상의 캠퍼스를 대상으로 한 전국적인 예금 모금 사업에 대한 접근을 제공합니다.
BM Technologies (BMTX) a annoncé son acquisition par First Carolina Bank (FCB) dans le cadre d'une transaction entièrement en espèces d'une valeur d'environ 67 millions de dollars. Les actionnaires de BMTX recevront 5,00 dollars par action, représentant une prime de 55 % par rapport au prix de négociation au 24 octobre 2024. Après la clôture de la transaction, prévue au premier trimestre de 2025, BMTX deviendra une filiale à part entière de FCB et sera retirée de la NYSE. La société continuera d'opérer sous le nom de BM Technologies, dirigée par Jamie Donahue. L'acquisition donne à FCB accès au business de collecte de dépôts national de BMTX qui dessert plus de 700 campus.
BM Technologies (BMTX) hat die Übernahme durch First Carolina Bank (FCB) in einer vollständigen Bartransaktion im Wert von etwa 67 Millionen Dollar bekannt gegeben. Die BMTX-Aktionäre werden 5,00 Dollar pro Aktie erhalten, was einer Prämie von 55 % gegenüber dem Handelskurs vom 24. Oktober 2024 entspricht. Nach Abschluss der Transaktion, die im ersten Quartal 2025 erwartet wird, wird BMTX ein hundertprozentiges Tochterunternehmen von FCB und wird von der NYSE delistet. Das Unternehmen wird weiterhin unter dem Namen BM Technologies tätig sein, geleitet von Jamie Donahue. Die Übernahme ermöglicht FCB den Zugang zum landesweiten Einlagengeschäft von BMTX, das über 700 Campus bedient.
- Shareholders receive $5.00 per share, a 55% premium to market price
- Transaction values company at $67 million
- Company maintains operational continuity under existing brand
- Access to enhanced banking services through FCB integration
- Delisting from NYSE American exchange
- Loss of independence as company becomes FCB subsidiary
Insights
This acquisition marks a significant strategic move in the digital banking sector. The
The deal's valuation reflects the strategic value of BMTX's established presence in the educational sector and its technology infrastructure. For First Carolina Bank, this acquisition provides instant scale in deposit gathering and student banking relationships - a demographic that could drive future growth. The retention of key management and continued operation under the BMTX brand suggests a focus on preserving operational continuity while leveraging synergies.
This merger represents a strategic consolidation in the fintech-banking space, combining BMTX's digital platform capabilities with FCB's traditional banking infrastructure. The integration could yield significant technological synergies, particularly in expanding digital services to FCB's existing customer base while providing BMTX's platform enhanced banking capabilities.
The retention of BMTX's President and CTO Jamie Donahue indicates a commitment to technological continuity and potential innovation. The nationwide campus presence provides a robust foundation for digital banking expansion, particularly in the valuable young adult demographic. This combination could accelerate digital transformation initiatives while maintaining compliance with banking regulations.
BM Technologies Stockholders to Receive
RADNOR, PA / ACCESSWIRE / October 25, 2024 / BM Technologies, Inc. (NYSE American:BMTX) ("the Company" or "BMTX"), one of the largest digital banking platforms, today announced it has entered into a definitive agreement to be acquired by First Carolina Bank ("FCB" or "First Carolina") pursuant to which First Carolina will purchase all outstanding BMTX shares of common stock for
Under the terms of the agreement, BM Technologies stockholders will receive
Luvleen Sidhu, Founder, Chair and CEO of BMTX said,"We are excited to announce this transaction with our partner bank, First Carolina. This transaction not only delivers a significant premium to our stockholders but will also bring enhanced banking services and technology to all current BMTX customers as well as current and future FCB customers. After closing, I look forward to supporting Jamie and the FCB team in integrating BMTX successfully and supporting their future growth plans while exploring new opportunities for the next phase of my career."
Ron Day, CEO of First Carolina Bank, stated, "Currently serving over 700 campuses, BMTX gives our bank a nationwide deposit gathering business and the opportunity to expand banking relationships with the institutions and their students across the United States. We believe this is a game-changing combination, and we are thrilled for the employee, customer, and shareholder bases of both companies."
The merger agreement has been approved by both the Boards of BMTX and First Carolina Bank and is subject to stockholder approval by stockholders of BMTX. The parties expect the transaction to close in the first quarter of 2025, subject to the satisfaction of customary closing conditions.
Advisors
White & Case LLP acted as legal counsel to BMTX and Janney Montgomery Scott advised and provided a Fairness Opinion to the board of directors of BMTX.
About BM Technologies, Inc.
BM Technologies, Inc. (NYSE American: BMTX) - formerly known as BankMobile - is among the largest digital banking platforms in the country. It is focused on technology, innovation, easy-to-use products, and education with the mission to financially empower millions of Americans by providing a more affordable, transparent, and consumer-friendly banking experience. BM Technologies, Inc. (BMTX) is a technology company and is not a bank, which means it provides banking services through its partner bank. More information can be found at www.bmtx.com.
About First Carolina Bank
First Carolina Bank is a North Carolina state-chartered bank headquartered in Rocky Mount, North Carolina, with approximately
Forward Looking Statements
Certain statements in this communication are "forward-looking statements" within the meaning of federal securities laws and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect, among other things, the Company's current expectations, assumptions, plans, strategies and anticipated results. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance.
There are a number of risks, uncertainties and conditions that may cause the Company's actual results to differ materially from those expressed or implied by these forward-looking statements, including but not limited to: (i) uncertainties as to the timing of the Merger; (ii) the risk that the Merger may not be completed on the anticipated terms in a timely manner or at all; (iii) the failure to satisfy any of the conditions to the consummation of the Merger, including receiving, on a timely basis or otherwise, the required approvals of the Merger by the Company's stockholders; (iv) the possibility that competing offers or acquisition proposals for the Company will be made; (v) the possibility that any or all of the various conditions to the consummation of the Merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require the Company to pay a termination fee; (vii) the effect of the announcement or pendency of the transactions contemplated by the Merger Agreement on the Company's ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (viii) risks related to diverting management's attention from the Company's ongoing business operations; (ix) the risk that stockholder litigation in connection with the transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification and liability; (x) certain restrictions during the pendency of the Merger that may impact the Company's ability to pursue certain business opportunities or strategic transactions; (xi) uncertainty as to the timing of completion of the Merger; (xii) risks that the benefits of the Merger are not realized when and as expected; (xiii) legislative, regulatory and economic developments; and (xiv) (A) the risk factors described in Part I, Item 1A of Risk Factors in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 and (B) the other risk factors identified from time to time in the Company's other filings with the Securities and Exchange Commission (the "SEC"). Filings with the SEC are available on the SEC's website at http://www.sec.gov.
Many of these circumstances are beyond the Company's ability to control or predict. These forward-looking statements necessarily involve assumptions on the Company's part. These forward-looking statements may include words such as "believe," "expect," "anticipate," "estimate," "intend," "plan," "project," "should," "may," "will," "might," "could," "would," or similar expressions. All forward-looking statements attributable to the Company or persons acting on the Company's behalf are expressly qualified in their entirety by the cautionary statements that appear throughout this communication. Furthermore, undue reliance should not be placed on forward-looking statements, which are based on the information currently available to the Company and speak only as of the date they are made. The Company disclaims any intention or obligation to update or revise publicly any forward-looking statements.
The Company and its directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be "participants" in the solicitation of proxies from stockholders of the Company in favor of the proposed transaction. Information about the Company's directors and executive officers is set forth in the Company's Proxy Statement on Schedule 14A for its 2024 Annual Meeting of Shareholders, which was filed with the SEC on April 29, 2024. To the extent holdings of the Company's securities by its directors or executive officers have changed since the amounts set forth in such 2024 proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information concerning the interests of the Company's participants in the solicitation, which may, in some cases, be different than those of the Company's stockholders generally, will be set forth in the Company's proxy statement relating to the proposed transaction when it becomes available.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition of the Company by Parent. In connection with the proposed transaction, the Company intends to file relevant materials with the SEC, including the Company's proxy statement in preliminary and definitive form. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE COMPANY'S PROXY STATEMENT (WHEN THEY ARE AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, PARENT AND THE PROPOSED TRANSACTION. Investors and stockholders of the Company are or will be able to obtain these documents (when they are available) free of charge from the SEC's website at www.sec.gov, or free of charge from the Company by directing a request to the Company at 201 King of Prussia Road, Suite 650, Wayne, PA 19087, Attention: Investor Relations or at tel: (877) 327-9515.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Contact Information
Investors:
Ajay Asija, Chief Financial Officer
BM Technologies, Inc.
aasija@bmtx.com
SOURCE: BM Technologies
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