M&A - Bank First Corp

Form Type: 425

Filing Date: 2025-07-18

Corporate Action: Merger

Type: New

Accession Number: 000110465925068876

Filing Summary: On July 17, 2025, Bank First Corporation (BFC) entered into an Agreement and Plan of Merger with Centre 1 Bancorp, Inc. (Centre). The agreement stipulates that Centre will merge with and into BFC, followed by a merger of their respective wholly-owned banks, Bank First, N.A. and The First National Bank and Trust Company. The transaction will result in each shareholder of Centre receiving 0.9200 shares of BFC common stock for every share of Centre common stock they own, subject to a potential downward adjustment if Centre’s tangible book value is less than $83,587,000. Approval from Centre’s shareholders and various regulatory authorities is required for the merger to be completed, expected in Q1 of 2026. Centre has agreed to certain covenants, including not soliciting alternative acquisition proposals, while also allowing BFC a chance to match any superior proposals. The merger agreement may be terminated under specified conditions, and Centre must pay a termination fee of $5.3 million in certain scenarios. Additionally, voting agreements are in place to ensure support for the merger, and each director will enter into non-compete agreements to protect confidential information and business interests. A joint press release announcing the merger was issued on July 18, 2025, along with plans for investor presentations and the filing of a registration statement with the SEC for further details on the proposed transaction.

Form Type: 8-K

Filing Date: 2025-07-18

Corporate Action: Merger

Type: New

Accession Number: 000110465925068873

Filing Summary: On July 17, 2025, Bank First Corporation (BFC) entered into a Merger Agreement with Centre 1 Bancorp, Inc. (Centre), whereby Centre will merge into BFC. Following this, First National Bank, a subsidiary of Centre, will merge into Bank First, a subsidiary of BFC. This transaction has been approved by the boards of both companies and is expected to close in the first quarter of 2026, pending customary conditions. Each share of Centre common stock will convert to 0.9200 shares of BFC common stock unless adjustments are made due to Centre’s tangible book value falling below $83,587,000 at closing. The Merger Agreement includes standard representations and warranties, covenants regarding business operations pre-merger, and specifies conditions for the deal to close, such as regulatory approvals and shareholder consent. Centre's board agrees to avoid alternative acquisition proposals unless a superior proposal is presented. The agreement outlines termination conditions and penalties, including a $5.3 million termination fee for breach of obligations regarding solicitation of alternative transactions. The Merger Agreement will also lead to changes in BFC's board composition, nominating a director from Centre. On July 18, 2025, a joint press release was issued to announce this merger agreement, which will be accompanied by additional presentations for analysts and investors. BFC will file necessary registration documents with the SEC in connection with the merger.