Business Context and Reporting Period
Citizens Community Bancorp, Inc. filed this Form 8-K on February 10, 2016, to disclose the entry into a Material Definitive Agreement. The registrant's subsidiary, Citizens Community Federal, N.A. ("CCF"), entered into a Plan and Agreement of Merger with Old Murry Bancorp, Inc. and its wholly-owned subsidiary, Community Bank of Northern Wisconsin ("CBN").
Key Financial Metrics and Transaction Details
Based on December 31, 2015 financial results, the combined entity is projected to hold the following metrics:
- Total Assets: $734 million
- Deposits: $590 million
- Loans: $567 million
- Merger Consideration: Approximately $17 million total, consisting of the book value of CBN plus a $5,000,000 premium.
The filing does not provide specific revenue, profit, cash flow, margin, or debt figures for the reporting period, as this document focuses on the merger agreement rather than periodic financial performance.
Material Changes and Operational Impact
The merger will result in CBN merging into CCF, with CCF surviving as "Citizens Community Federal, N.A." and CBN's charter being surrendered. Operationally, the combined bank will expand its presence in Northwest Wisconsin, operating eleven branches in that region and a total of twenty-two branches across Wisconsin, Minnesota, and Michigan.
Outlook, Conditions, and Risks
The transaction is expected to close in or around June 2016. Closing is subject to customary conditions, including:
- Regulatory approvals.
- Approval of the Agreement by shareholders of Old Murry Bancorp, Inc.
The agreement includes a provision for CBN to declare a dividend to CCF if CBN's book value exceeds eight percent of its total average assets prior to the effective time of the merger.
Key Facts for Investor Verification
- Verify the final closing date, as the current estimate is "in or around June 2016."
- Confirm receipt of necessary regulatory approvals and shareholder votes from Old Murry Bancorp, Inc.
- Monitor the final calculation of the Merger Consideration, which depends on CBN's book value at the month-end prior to closing.
- Review the post-merger integration plan for the twenty-two branch network.