M&A - CHOICEONE FINANCIAL SERVICES INC

Form Type: 8-K

Filing Date: 2025-03-17

Corporate Action: Merger

Type: New

Accession Number: 000090572925000052

Filing Summary: On March 17, 2025, ChoiceOne Financial Services, Inc. announced the successful consolidation of ChoiceOne Bank and The State Bank. This strategic move is expected to enhance the organizational structure of the company, streamline operations, and increase market competitiveness. The details of the consolidation were provided in a press release attached as Exhibit 99.1 to the Form 8-K filing. The registrant emphasizes that this report is furnished to the Commission instead of being filed, stating the completion of this significant corporate action.

Document Link: View Document

Form Type: 10-K

Filing Date: 2025-03-11

Corporate Action: Merger

Type: Update

Accession Number: 000095017025036839

Filing Summary: ChoiceOne Financial Services Inc has engaged in a significant merger with Fentura Financial Inc. This merger aims to enhance operational efficiencies, expand market presence, and leverage combined resources for better service delivery to clients. The document discusses the implications of this merger on the company’s financial statements, particularly in terms of assets and liabilities consolidation, and the anticipated synergies that will benefit shareholders. Additionally, it outlines the strategic rationale behind the merger, including increased product offerings and enhanced competitive advantages. Among the details, the timeline for the merger's finalization and its expected impact on the financial performance of the company are elaborated, highlighting the potential for growth in market share and revenue generation.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-03-03

Corporate Action: Merger

Type: New

Accession Number: 000095017025030833

Filing Summary: On March 1, 2025, ChoiceOne Financial Services, Inc. completed a merger with Fentura Financial, Inc. as per the Merger Agreement dated July 25, 2024. Each share of Fentura common stock was converted into the right to receive 1.35 shares of ChoiceOne common stock, in addition to cash for any fractional shares. Following the merger, ChoiceOne's Board of Directors expanded to 15 directors, adding Brian Petty and Randy Hicks, M.D. from Fentura’s board. Mr. Petty is expected to join the Audit Committee, while Dr. Hicks will serve on the Personnel and Benefits and Governance and Nominating Committees. Both new directors will receive compensation consistent with other directors, as outlined in the Proxy Statement for ChoiceOne’s 2024 annual meeting of shareholders. Additionally, on March 3, 2025, a joint press release was issued to announce the completion of the merger.

Document Link: View Document

Form Type: S-4MEF

Filing Date: 2025-02-21

Corporate Action: Merger

Type: New

Accession Number: 000080316425000005

Filing Summary: ChoiceOne Financial Services, Inc. filed a Form S-4MEF with the SEC on February 21, 2025, to register an additional 2,800 shares of its common stock in connection with a merger agreement with Fentura Financial, Inc., dated July 25, 2024. This filing is pursuant to General Instruction K and Rule 462(b) of the Securities Act of 1933, aimed to facilitate the consummation of the merger and to account for additional shares of Fentura common stock that were issued since the original merger agreement. The prior registration statement, effective October 18, 2024, had registered a total of 6,068,256 shares of common stock and paid a fee of $25,609.66. The effective date of the registration statement will occur automatically upon filing with the SEC.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-02-13

Corporate Action: Merger

Type: Update

Accession Number: 000080316425000003

Filing Summary: On February 12, 2025, ChoiceOne Financial Services, Inc. announced the approval of a merger agreement with Fentura Financial, Inc., originally stated on July 25, 2024. The merger will result in Fentura being merged with and into ChoiceOne, with ChoiceOne remaining the surviving corporation. The merger is subject to customary closing conditions and has received approval from the Board of Governors of the Federal Reserve System. The report details forward-looking statements regarding the merger's expected outcomes, benefits, and associated risks, emphasizing that actual results may differ from the projections made.

Document Link: View Document

Form Type: 8-K

Filing Date: 2024-12-13

Corporate Action: Merger

Type: New

Accession Number: 000090572924000172

Filing Summary: On December 12, 2024, ChoiceOne Financial Services, Inc. held a special meeting of shareholders where key proposals related to the Merger Agreement with Fentura Financial, Inc. were voted on. The first proposal involved the issuance of shares of ChoiceOne common stock to Fentura shareholders, which was approved with 5,823,344 votes for and 101,305 against. The second proposal aimed at amending ChoiceOne's Articles of Incorporation to increase the number of authorized shares from 15 million to 30 million, which garnered 5,769,823 votes for approval. The adjournment proposal was not acted upon as a sufficient quorum was present. Subsequently, on December 13, 2024, a press release was issued announcing the outcomes of the shareholder meeting, detailing the approved proposals and the anticipated merger.

Document Link: View Document