First Busey Corporation (“Busey”) (NASDAQ:BUSE), the holding
company for Busey Bank, and Merchants and Manufacturers Bank
Corporation (”M&M”), the holding company for Merchants &
Manufacturers Bank (“M&M Bank”), today jointly announced the
signing of a definitive agreement pursuant to which Busey will
acquire M&M Bank through a merger transaction. The
partnership will enhance Busey’s growing suburban Chicago market
presence by expanding the company’s deposit market share in DuPage
and Will Counties, while bolstering its commercial banking
relationships and wealth management capabilities.
Under the terms of the merger agreement, M&M’s
stockholders will have the right to elect to receive either $117.74
in cash, 5.7294 shares of Busey common stock, or mixed
consideration of $34.55 in cash and 4.0481 shares of Busey common
stock. Shareholder elections are subject to proration such that
total consideration consists of approximately 71% Busey common
stock and 29% cash, as further defined in the merger agreement.
Based upon Busey’s 20-day volume-weighted average closing price as
of November 24, 2023, the aggregate implied transaction value is
approximately $41.6 million. The transaction is expected to close
in second quarter 2024, subject to customary closing conditions and
required approvals, including the approval of M&M’s
stockholders of the transaction.
It is anticipated M&M Bank will be merged with and into
Busey Bank at a date following the completion of the merger. At the
time of the bank merger, M&M Bank banking centers will become
branches of Busey Bank. The combined pro forma franchise will serve
customers through more than 60 full-service locations, including 21
in Central Illinois markets, 18 in suburban Chicago markets, 20 in
the St. Louis metropolitan area, one in Indianapolis and three in
Southwest Florida. The pro forma organization will have combined
assets of $12.7 billion, $8.3 billion in gross loans, $10.7 billion
in deposits and over $11.5 billion in wealth assets under care.
M&M Bank was founded in 1969 as a locally-owned bank valuing
its roles and responsibilities as a community bank, bringing a
focused expertise in business banking. M&M Bank currently
employs over 50 associates and has five locations in DuPage and
Will Counties, including three in Joliet, one in Channahon and one
in Oakbrook Terrace. M&M continues to be dedicated to its
founding principles by being actively involved in the communities
it serves and providing unparalleled service delivered by
experienced local professionals.
Busey Chairman, President and Chief Executive Officer Van A.
Dukeman said, “Being a strong, local bank for the communities we
serve is important to both Busey and M&M, and thanks to
outstanding associates, we both have been successful growing our
companies. With a collective, focused expertise in well-capitalized
banking—built on the foundational principles of community
banking—our combined franchise will pair Busey’s regionalized
approach with M&M’s Life Equity Loan® products and commercial
lending expertise to provide clients with personalized
solutions.”
M&M Chief Executive Officer and Director Brad W. Butler
shared, “Busey and M&M have been active community banks for a
combined 200-plus years, founded on the ideals of premier, personal
service provided by outstanding, local associates. We believe Busey
is the right strategic partner to continue M&M Bank’s customer-
and community-focus. We are pleased our customers will continue to
experience tremendous, personalized service following the merger
with Busey, while benefitting from an expanded array of
sophisticated commercial, consumer and wealth management services
and capabilities.”
Both companies support and value an engaged and empowered
workforce and are committed to building a premier,
service-oriented, community banking experience. Busey has been
named among American Banker’s Best Banks to Work For since 2016;
voted as one of the Best Places to Work in Illinois by associates
since 2016; listed among 2022 and 2023’s America’s Best Banks by
Forbes—in addition to various wellness, training and development,
philanthropic and other workplace awards.
Barack Ferrazzano Kirschbaum & Nagelberg LLP served as legal
counsel to Busey. ArentFox Schiff LLP served as legal counsel and
Keefe, Bruyette & Woods, Inc., a Stifel Company served as
financial advisor to M&M.
Investor PresentationFor additional information
on First Busey Corporation’s planned acquisition of Merchants and
Manufacturers Bank Corporation, please refer to the Investor
Presentation furnished via Form 8-K on November 27, 2023, in
connection with this press release.
About First Busey CorporationAs of September
30, 2023, First Busey Corporation (Nasdaq: BUSE) was a $12.26
billion financial holding company headquartered in Champaign,
Illinois. Busey Bank, a wholly-owned bank subsidiary of First Busey
Corporation, had total assets of $12.23 billion as of September 30,
2023, and is headquartered in Champaign, Illinois. Busey Bank
currently has 46 banking centers serving Illinois, eight banking
centers serving Missouri, three banking centers serving southwest
Florida, and one banking center in Indianapolis, Indiana.
Through Busey’s Wealth Management division, Busey provides asset
management, investment, and fiduciary services to individuals,
businesses, and foundations. Assets under care totaled $11.55
billion as of September 30, 2023.
Busey Bank’s wholly-owned subsidiary, FirsTech, specializes in
the evolving financial technology needs of small and medium-sized
businesses, highly regulated enterprise industries, and financial
institutions. FirsTech provides comprehensive and innovative
payment technology solutions including online, mobile, and
voice-recognition bill payments; money and data movement; merchant
services; direct debit services; lockbox remittance processing for
payments made by mail; and walk-in payments at retail agents.
Additionally, FirsTech simplifies client workflows through
integrations enabling support with billing, reconciliation, bill
reminders, and treasury services. More information about FirsTech
can be found at firstechpayments.com.
Busey Bank is honored to be named among America’s Best Banks by
Forbes magazine for the second consecutive year. Ranked 26th
overall in 2023, compared to 52nd in last year's rankings, Busey
Bank was once again the top-ranked bank headquartered in Illinois.
Additionally, for the first time in 2023, Busey was named among
DiversityInc’s Top Regional Companies. The DiversityInc Top 50
survey is the external validator for large U.S. employers that
model fairness in their talent strategy, workplace and supplier
diversity practices, and philanthropic engagement. We are honored
to be consistently recognized nationally and locally for our
engaged culture of integrity and commitment to community
development.
For more information about Busey Bank, visit busey.com.
About Merchants and Manufacturers Bank
CorporationMerchants and Manufacturers Bank Corporation is
the holding company for Merchants and Manufacturers Bank, a
privately held, locally owned and operated bank established in 1969
– currently with over 50 associates and five branch locations in
the Chicago-Naperville-Elgin, IL-IN-WI Metropolitan Statistical
Area (MSA). Merchants and Manufacturers Bank focuses on serving
privately held manufacturers and distributors and select service
businesses, particularly in the Greater Chicago area. The bank
provides a range of financial services and has developed a unique
Life Equity Loan® program.
CONTACTS: |
|
Jeffrey D. Jones, EVP & CFO |
Amy L. Randolph, EVP & COO |
First Busey Corporation |
First Busey Corporation |
(217) 365-4500 |
(217) 365-4500 |
jeff.jones@busey.com |
amy.randolph@busey.com |
|
|
Special Note Concerning Forward-Looking
StatementsThis document may contain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 with respect to the financial condition, results
of operations, plans, objectives, future performance and business
of Busey and M&M. Forward-looking statements, which may be
based upon beliefs, expectations and assumptions of Busey’s and
M&M’s management and on information currently available to
management, are generally identifiable by the use of words such as
“believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,”
“may,” “will,” “would,” “could,” “should” or other similar
expressions. Additionally, all statements in this document,
including forward-looking statements, speak only as of the date
they are made, and neither Busey nor M&M undertakes any
obligation to update any statement in light of new information or
future events. A number of factors, many of which are beyond the
ability of Busey and M&M to control or predict, could cause
actual results to differ materially from those in any
forward-looking statements. These factors include, among others,
the following: (i) the possibility that any of the anticipated
benefits of the proposed transaction between Busey and M&M will
not be realized or will not be realized within the expected time
period; (ii) the risk that integration of operations of M&M
with those of Busey will be materially delayed or will be more
costly or difficult than expected; (iii) the inability to complete
the proposed transaction due to the failure of the required
approval of M&M’s stockholders; (iv) the failure to satisfy
other conditions to completion of the proposed transaction,
including receipt of required regulatory and other approvals; (v)
the failure of the proposed transaction to close for any other
reason; (vi) the effect of the announcement of the transaction on
customer relationships and operating results; (vii) the possibility
that the transaction may be more expensive to complete than
anticipated, including as a result of unexpected factors or events;
(viii) the strength of the local, state, national, and
international economy (including effects of inflationary pressures
and supply chain constraints); (ix) the economic impact of any
future terrorist threats or attacks, widespread disease or
pandemics (including the Coronavirus Disease 2019 pandemic), or
other adverse external events that could cause economic
deterioration or instability in credit markets (including Russia’s
invasion of Ukraine and the Israeli-Palestinian conflict); (x)
changes in state and federal laws, regulations, and governmental
policies concerning Busey’s or M&M’s general business
(including changes in response to the recent failures of other
banks); (xi) changes in accounting policies and practices; (xii)
changes in interest rates and prepayment rates of Busey’s or
M&M’s assets (including the impact of the London Interbank
Offered Rate phase-out and the recent and potential additional rate
increases by the Federal Reserve); (xiii) increased competition in
the financial services sector (including from non-bank competitors
such as credit unions and fintech companies) and the inability to
attract new customers; (xiv) changes in technology and the ability
to develop and maintain secure and reliable electronic systems;
(xv) the loss of key executives or associates; (xvi) changes in
consumer spending; (xvii) unexpected results of acquisitions,
including the acquisition of M&M and the performance of
M&M’s Life Equity Loan® business; (xviii) unexpected outcomes
of existing or new litigation involving Busey or M&M; (xix)
fluctuations in the value of securities held in Busey’s or
M&M’s securities portfolio; (xx) concentrations within Busey’s
or M&M’s loan portfolio, large loans to certain borrowers, and
large deposits from certain clients; (xxi) the concentration of
large deposits from certain clients who have balances above current
FDIC insurance limits and may withdraw deposits to diversify their
exposure; (xxii) the level of non-performing assets on Busey’s or
M&M’s balance sheets; (xxiii) interruptions involving
information technology and communications systems or third-party
servicers; (xxiv) breaches or failures of information security
controls or cybersecurity-related incidents; and (xxv) the economic
impact of exceptional weather occurrences such as tornadoes,
hurricanes, floods, blizzards, and droughts. These risks and
uncertainties should be considered in evaluating forward-looking
statements and undue reliance should not be placed on such
statements. Additional information concerning Busey and its
business, including additional factors that could materially affect
Busey’s financial results, are included in Busey’s filings with the
Securities and Exchange Commission (“SEC”).
Additional InformationBusey will file a
registration statement on Form S-4 with the SEC in connection
with the proposed transaction. The registration statement will
include a proxy statement of M&M that also constitutes a
prospectus of Busey, which will be sent to the stockholders of
M&M. M&M’s stockholders are advised to read the proxy
statement/prospectus when it becomes available because it will
contain important information about Busey, M&M and the proposed
transaction. When filed, this document and other documents relating
to the proposed transaction filed by Busey and M&M can be
obtained free of charge from the SEC’s website at www.sec.gov.
These documents also can be obtained free of charge by accessing
Busey’s website at www.busey.com under the tab “Investors
Relations” and then under “SEC Filings.” Alternatively, these
documents, when available, can be obtained free of charge from
Busey upon written request to First Busey Corporation, Attention:
Corporate Secretary, 100 W. University Avenue, Champaign, Illinois
61820 or by calling (217) 365-4630, or from M&M, upon written
request to Merchants and Manufacturers Bank Corporation, Attention:
Brad Butler, 25140 W. Channon Dr., P. O. Box 200, Channahon,
Illinois 60410 or by calling (630) 575-9700.
This document shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Participants in this TransactionBusey, M&M
and certain of their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies
from stockholders in connection with the proposed transaction under
the rules of the SEC. Information about these participants may be
found in the definitive proxy statement of Busey relating to its
2023 Annual Meeting of Stockholders filed with the SEC on
April 14, 2023. This definitive proxy statement can be
obtained free of charge from the sources indicated above.
Additional information regarding the interests of these
participants will also be included in the proxy
statement/prospectus regarding the proposed transaction when it
becomes available.
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