Business Context and Reporting Period
Bank First Corporation (BFC), a Wisconsin corporation, filed this Form 8-K on November 19, 2019, to report the entry into a Material Definitive Agreement. BFC entered into an Agreement and Plan of Merger with Tomah Bancshares, Inc. (TB), under which TB will merge with and into BFC. The transaction is expected to close in the second quarter of 2020, subject to customary conditions.
Key Financial Metrics and Transaction Terms
This filing details a merger agreement rather than periodic financial results. Consequently, specific revenue, profit, cash flow, margin, debt, or liquidity metrics for the reporting period are not provided in this document.
- Merger Consideration: Each outstanding share of TB common stock will be converted into the right to receive 5.1445 shares of BFC common stock (the "Exchange Ratio").
- Exchange Ratio Adjustment: The ratio may be adjusted based on the BFC common stock price as defined in the Merger Agreement.
- Termination Fees:
- TB will pay BFC $1.30 million if TB breaches no-shop obligations, accepts a superior proposal, or fails to obtain shareholder approval under specific conditions.
- BFC will pay TB $650,000 if BFC terminates the agreement because the BFC common stock price is less than or equal to $38.85 per share.
Material Changes and Conditions
The primary material change is the execution of the Merger Agreement, which alters the corporate structure of both entities pending closing. The transaction is subject to several conditions, including:
- Approval by TB shareholders.
- Receipt of necessary regulatory approvals.
- SEC declaration of effectiveness for BFC's registration statement.
- A tax opinion confirming the merger qualifies as a reorganization under Section 368(a) of the Internal Revenue Code.
- Absence of a material adverse effect on either party.
Outlook, Risks, and Management Commentary
Management expects the merger to close in the second quarter of 2020. The filing includes forward-looking statements regarding expected cost savings, revenue synergies, and operating efficiency improvements, though these are not guaranteed.
Key Risks and Contingencies:
- Failure to realize cost savings or revenue synergies.
- Disruption to customer, supplier, or employee relationships.
- Unsuccessful integration of TB's business into BFC.
- Failure to obtain shareholder or regulatory approvals.
- Dilution to BFC shareholders due to the issuance of additional common stock.
- Termination of the agreement if BFC's stock price falls to or below $38.85.
Investor Verification Checklist
- Verify the final Exchange Ratio and any adjustments based on BFC's stock price at the time of closing.
- Monitor the status of regulatory approvals and TB shareholder voting results.
- Review the upcoming Form S-4 registration statement for detailed financial projections and risk factors.
- Assess the potential dilution impact on BFC's existing shareholders.
- Track BFC's stock price relative to the $38.85 termination fee trigger.