M&A: FIRST BUSEY CORP /NV/

Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000110465924131093

Comments: On December 20, 2024, First Busey Corporation held a special meeting of stockholders virtually, concerning the proposed merger with CrossFirst Bankshares, Inc. Stockholders representing 81.74% of common stock voted on three proposals, all of which were approved regarding the merger. These included: approval of the merger agreement dated August 26, 2024, which involves issuing Busey common stock to CrossFirst stockholders; an amendment to increase Busey's authorized common stock from 100,000,000 to 200,000,000; and the approval of merger-related compensation for executive officers. A fourth proposal regarding adjournment was withdrawn due to sufficient votes in favor of the merger proposal. Additionally, on December 23, 2024, Busey and CrossFirst issued a joint press release to announce the results of the Special Meeting and CrossFirst’s stockholders’ meeting held on the same date.

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Form Type: 8-K

Filing Date: 2024-12-13

Corporate Action: Merger

Type: Update

Accession Number: 000110465924128454

Comments: First Busey Corporation has filed an 8-K related to the merger with CrossFirst Bankshares, Inc. The merger agreement was established on August 26, 2024, where CrossFirst will merge into Busey. This filing also addresses ongoing litigation against CrossFirst and its board members, including allegations regarding a misleading registration statement. A joint proxy statement/prospectus was sent to stockholders following the SEC's approval of the registration statement, which was declared effective on November 13, 2024. There are multiple lawsuits and demands pertaining to the merger that Busey and CrossFirst deem without merit but are addressing to minimize risks associated with litigation. The merger is anticipated to be accretive to Busey’s estimated EPS but could dilute the tangible book value per share. They are also providing supplemental disclosures to help clarify details of the merger process and address stockholder concerns.

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