Customers Bancorp Announces Plans to Distribute Shares of BM Technologies’ Common Stock Directly to Stockholders
Megalith Financial Acquisition Corp., BankMobile Technologies, and Customers Bank have amended their merger agreement, allowing stock consideration to be paid directly to Customers Bancorp's shareholders. This strategic shift aims to enhance the intrinsic value of BankMobile, particularly in light of high fintech multiples. The merger is expected to close by year-end 2020, with the newly independent BM Technologies, Inc. trading under the symbol BMTX. Customers Bancorp holds $18.8 billion in assets as of September 30, 2020, and operates as a full-service bank.
- Amended merger terms enable direct stock issuance to Customers Bancorp shareholders, unlocking BankMobile's intrinsic value.
- Potential for increased freedom in pursuing new bank partnerships post-merger.
- BM Technologies, Inc. is expected to be among the fastest-growing digital banking platforms in the U.S.
- None.
WEST READING, Pa.--(BUSINESS WIRE)--As disclosed on August 6, 2020, Megalith Financial Acquisition Corp. (“Megalith”), MFAC Merger Sub Inc. (“Merger Sub”), BankMobile Technologies, Inc. (“BankMobile”), and Customers Bank (“the Bank”) entered into a merger agreement. This agreement provided that a portion of the consideration payable to the Bank in connection with the merger would be paid in shares of Megalith's Class A common stock to the Bank. On November 2, 2020, these parties along with Customers Bancorp amended the terms of the agreement such that, most notably, the shares received as payment will now be issued directly to the shareholders of Customers Bancorp, in lieu of the Bank.
“After careful consideration, we have elected to have the stock issued in connection with our divestiture of BankMobile directly to Customer Bancorp’s shareholders as this is, overwhelmingly, in the best interests of all parties involved,” said Customers Bancorp Chairman and CEO Jay Sidhu. “In light of the high multiples assigned to fintech companies in the current environment, this decision has the potential to fully unlock BankMobile’s intrinsic value. Further, this strategic decision should afford BankMobile greater freedom to pursue new bank partnerships and will enhance the ‘free float’ of the new company,” Sidhu stated.
Consistent with previously issued guidance, we expect the merger to close prior to the end of 2020. The aforementioned shares are expected to be issued simultaneous with the closing of the transaction subject to an ex-dividend date that has yet to be determined.
Post completion of the transaction, BankMobile will operate as BM Technologies Inc. and its shares are expected to trade on the New York Stock Exchange under the symbol BMTX. BM Technologies Inc. will have an independent management team and board of directors, and is expected to be one of the fastest growing digital banking platforms in the U.S.
For additional information regarding the merger agreement and subsequent amendment, please review Customer Bancorp’s Form 8-k filed with the SEC on November 2, 2020.
Corporate Overview
Customers Bancorp, Inc. is a bank holding company located in West Reading, Pennsylvania engaged in banking and related businesses through its bank subsidiary, Customers Bank a full-service bank with
“Safe Harbor” Statement
In addition to historical information, this press release may contain “forward-looking statements” within the meaning of the ”safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements with respect to Customers Bancorp, Inc.’s strategies, goals, beliefs, expectations, estimates, intentions, capital raising efforts, financial condition and results of operations, future performance and business. Statements preceded by, followed by, or that include the words “may,” “could,” “should,” “pro forma,” “looking forward,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” or similar expressions generally indicate a forward-looking statement. These forward-looking statements involve risks and uncertainties that are subject to change based on various important factors (some of which, in whole or in part, are beyond Customers Bancorp, Inc.’s control). Numerous competitive, economic, regulatory, legal and technological events and factors, among others, could cause Customers Bancorp, Inc.’s financial performance to differ materially from the goals, plans, objectives, intentions and expectations expressed in such forward-looking statements, including: the adverse impact on the U.S. economy, including the markets in which we operate, of the coronavirus outbreak, and the impact of a slowing U.S. economy and increased unemployment on the performance of our loan and lease portfolio, the market value of our investment securities, the demand for our products and services and the availability of sources of funding; the effects of actions by the federal government, including the Board of Governors of the Federal Reserve System and other government agencies, that effect market interest rates and the money supply; actions that we and our customers take in response to these developments and the effects such actions have on our operations, products, services and customer relationships; the effects of changes in accounting standards or policies, including Accounting Standards Update ("ASU") 2016-13, Financial Instruments—Credit Losses ("CECL"); and, our ability to divest BankMobile on terms and conditions acceptable to us, in the timeframe we currently intend, and the possible effects on our business and results of operations of a divestiture of BankMobile or if we are unable to divest BankMobile for an extended period of time. Customers Bancorp, Inc. cautions that the foregoing factors are not exclusive, and neither such factors nor any such forward-looking statement takes into account the impact of any future events. All forward-looking statements and information set forth herein are based on management’s current beliefs and assumptions as of the date hereof and speak only as of the date they are made. For a more complete discussion of the assumptions, risks and uncertainties related to our business, you are encouraged to review Customers Bancorp, Inc.’s filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K for the year ended December 31, 2019, subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K, including any amendments thereto, that update or provide information in addition to the information included in the Form 10-K and Form 10-Q filings, if any. Customers Bancorp, Inc. does not undertake to update any forward-looking statement whether written or oral, that may be made from time to time by Customers Bancorp, Inc. or by or on behalf of Customers Bank, except as may be required under applicable law.
