NexTier, Inc. and Mars Bancorp, Inc. Announce Regulatory Approvals

Rhea-AI Summary

NexTier, Inc. and Mars Bancorp, Inc. have received all regulatory approvals necessary to complete their proposed merger. The legal closing for the Merger is scheduled for February 16th, with system conversions planned for February 17th – 19th. Following completion, Mars shareholders will receive $20 per share as merger consideration.

BUTLER, Pa. and MARS, Pa., Jan. 30, 2024 /PRNewswire/ -- NexTier, Inc. ("NexTier"), the holding company of NexTier Bank, N.A. ("NexTier Bank"), and Mars Bancorp, Inc. ("Mars") (OTCQX: MNBP), the holding company of Mars Bank, jointly announced today that they have received all regulatory approvals, including approval from the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, and the Pennsylvania Department of Banking and Securities, necessary to complete the proposed merger of Mars Bancorp with and into NexTier, Inc. in accordance to the Agreement and Plan of Merger dated August 30, 2023 by and between NexTier and Mars (the "Merger Agreement").

"Our teams have been working diligently to ensure the merger transition is as smooth and simple as possible," stated Clem Rosenberger, NexTier's President and Chief Executive Officer. "We are pleased to have received all regulatory approvals, and this allows us to complete the merger process on-time as previously disclosed to Mars Bank customers." A legal closing for the Merger is scheduled for Friday, February 16th, with system conversions planned February 17th – 19th. All existing Mars Bank branches will open on Tuesday, February 20th as NexTier Bank locations. Customers will be able to visit and bank at all NexTier Bank locations across the region.

Promptly following completion of the Merger, Mars shareholders will receive instructions for exchanging their common stock certificates in order to receive the merger consideration of $20 per share.

About NexTier Bank, N.A.

NexTier Bank, N.A. is a subsidiary of NexTier, Inc. and has 27 community offices throughout Butler, Armstrong, Allegheny, Westmoreland, Clearfield and Cumberland counties in Pennsylvania, along with loan production offices in Cleveland, Ohio and Buffalo and Rochester, New York. As of December 31, 2023, NexTier Bank reported total assets of $2.24 billion, total loans of $1.79 billion and total deposits of $1.84 billion. www.nextierbank.com.

About Mars Bank

Mars Bank is a subsidiary of Mars Bancorp, Inc. and has six retail offices in Allegheny, Butler, and Mercer Counties in Pennsylvania and a loan production office in Chicora, Pennsylvania. As of December 31, 2023, Mars Bank reported total assets of $529.6 million, total loans of $341.7 million and total deposits of $ 491.0 million. www.mars.bank.

Special Note Concerning Forward-Looking Statements

This communication 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," "will," "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 proposed transactions between NexTier and Mars (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 NexTier'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. Such forward-looking statements 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. With respect to the Merger, 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 one or both of the definitive agreements in respect of the Merger, (4) the risk of successful integration of Mars into NexTier, (5) the amount of the costs, fees, expenses and charges related to the Merger, (6) reputational risk and the reaction of each of the companies' customers, suppliers, employees or other business partners to the Merger, (7) the failure of the closing conditions in the definitive agreements in respect of the Merger to be satisfied, or any unexpected delay in closing of the Merger, (8) the risk that the integration of the operations of Mars into the operations of NexTier will be materially delayed or will be more costly or difficult than expected, (9) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, and (10) general competitive, economic, political and market conditions. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  

Neither NexTier nor Mars undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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SOURCE NexTier Bank

FAQ

When is the legal closing for the Merger scheduled?

The legal closing for the Merger is scheduled for Friday, February 16th.

What is the merger consideration for Mars shareholders?

Mars shareholders will receive $20 per share as merger consideration.

What approvals were necessary to complete the proposed merger?

The regulatory approvals required included approval from the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, and the Pennsylvania Department of Banking and Securities.

When will system conversions be planned after the legal closing?

System conversions are planned for February 17th – 19th following the legal closing of the Merger.