M&A - MetroCity Bankshares, Inc.

Form Type: S-4

Filing Date: 2025-05-23

Corporate Action: Merger

Type: New

Accession Number: 000110465925052461

Filing Summary: MetroCity Bankshares, Inc. filed a registration statement on Form S-4 regarding a proposed merger with First IC Corporation. The agreement, dated March 16, 2025, outlines that First IC will merge with and into MetroCity, with MetroCity as the surviving entity. The transaction includes approximately $111,965,213 in cash and 3,384,588 shares of MetroCity common stock as the merger consideration for First IC shareholders. Each outstanding share of First IC common stock, except for shares held by MetroCity or dissenting shareholders, will be converted into the right to receive this consideration. The cash consideration will be adjusted based on the total cash payments to the option holders of First IC. The market value of the merger consideration, determined by the price of MetroCity common stock at the time of shareholder voting, may fluctuate. First IC shareholders will be asked to vote on this merger at an upcoming virtual meeting, where a majority of votes is needed for approval. The First IC board unanimously recommends voting in favor of the merger. Additionally, there are provisions for dissenters' rights under Georgia law for shareholders who oppose the merger. The required filings and notices were communicated to shareholders to facilitate their participation and voting in the meeting, emphasizing the importance of shareholder consent for the completion of the merger.

Form Type: 425

Filing Date: 2025-03-17

Corporate Action: Merger

Type: New

Accession Number: 000110465925024221

Filing Summary: MetroCity Bankshares, Inc. (MCBS) announced a Reorganization Agreement with First IC Corporation (FIEB) on March 16, 2025, whereby FIEB will merge with MCBS, making MCBS the surviving entity. Following this, FIEB Bank will merge with Metro City Bank, which is a wholly-owned subsidiary of MCBS. Under the agreement, FIEB shareholders will receive both cash and shares of MCBS stock as consideration for their shares. The total cash consideration is projected to be around $111,965,213, divided by the number of FIEB shares outstanding, alongside 3,384,588 shares of MCBS stock. The completion of the merger is subject to FIEB shareholder approval and regulatory approvals, including from federal and state banking authorities. The boards of both FIEB and MCBS have approved the transaction, which is anticipated to close in the fourth quarter of 2025. MCBS and FIEB issued a joint press release on March 17, 2025, announcing the execution of the agreement and providing additional shareholder information via a joint investor presentation.

Form Type: 425

Filing Date: 2025-03-17

Corporate Action: Merger

Type: New

Accession Number: 000110465925024222

Filing Summary: MetroCity Bankshares, Inc. has filed a Form 425 regarding its pending merger with First IC Corporation. The communication outlines the merger's expected completion in the fourth quarter of 2025, pending regulatory approvals and shareholder consent. Both banks are characterized as strong community banking organizations with a shared commitment to customers and communities. The merger aims to create a larger, more efficient banking entity, enhancing product offerings and geographic reach. Employee FAQs address changes in benefits, 401(k) plans, and severance policies post-merger. Employees will retain existing benefits until the merger concludes, with assurances regarding job security and service recognition. Detailed forward-looking statements address the risks associated with the merger, emphasizing the uncertainty of assumptions and external factors that could impact future performance. The filing also indicates ongoing disclosure obligations as the merger progresses.

Form Type: 8-K

Filing Date: 2025-03-17

Corporate Action: Merger

Type: New

Accession Number: 000110465925024220

Filing Summary: On March 16, 2025, MetroCity Bankshares, Inc. and First IC Corporation entered into a Reorganization Agreement for a merger where First IC Corporation will merge with MetroCity Bankshares, making MCBS the surviving entity. Following this, First IC Bank will merge with Metro City Bank. The merger includes terms for the conversion of FIEB common stock into cash and shares of MCBS common stock. The transaction includes a transaction expense allowance for First IC Corporation and various conditions that must be met, including regulatory approvals and shareholder approval. The boards of both firms have approved the Reorganization Agreement and anticipate completion in Q4 2025. A joint press release was issued on March 17, 2025, and supplemental information was provided in an investor presentation.