ChoiceOne Financial Services, Inc. Announces Merger with Fentura Financial, Inc.
Rhea-AI Summary
ChoiceOne Financial Services, Inc. (NASDAQ: COFS) and Fentura Financial, Inc. (OTCQX: FETM) have announced a definitive merger agreement in an all-stock transaction. The merger will create the third largest publicly traded bank in Michigan with approximately $4.3 billion in consolidated total assets and 56 offices across Western, Central, and Southeastern Michigan. Each Fentura share will be converted into 1.35 ChoiceOne shares, valuing the transaction at $180.4 million. The merger is expected to close in Q1 2025, subject to shareholder and regulatory approvals. The combined entity will strengthen ChoiceOne's presence in Detroit's suburbs and add markets in Flint and Saginaw. Both companies emphasize their shared commitment to customer service and community engagement.
Positive
- Creation of the third largest publicly traded bank in Michigan with $4.3 billion in consolidated total assets
- Expansion of ChoiceOne's market presence in Detroit suburbs, Flint, and Saginaw
- All-stock transaction valued at $180.4 million, potentially beneficial for shareholders
- Expected synergies and enhanced product offerings for customers
- Increased liquidity for Fentura shareholders and a significantly higher indicated dividend
Negative
- Potential integration challenges and costs associated with merging two large financial institutions
- Possible job redundancies and branch consolidations
- Regulatory approval process could delay or potentially hinder the merger
- Dilution of existing ChoiceOne shareholders' ownership
News Market Reaction
On the day this news was published, COFS declined 14.05%, reflecting a significant negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
Once completed, the combination will create the third largest publicly traded bank in
Under the terms of the merger agreement, each share of Fentura common stock outstanding immediately prior to completion of the merger will be converted into the right to receive 1.35 shares of ChoiceOne common stock. The proposed transaction is valued at
Subject to NASDAQ independence standards and existing corporate governance procedures, upon completion of the proposed transaction, ChoiceOne intends to appoint two members of Fentura's board to join the holding company board of ChoiceOne, which would be comprised of 15 total directors. Two additional members of Fentura's board will also be appointed to join the board of ChoiceOne Bank, which would be comprised of 17 total directors.
"We are thrilled to announce the proposed combination of two 125+ year old community banks. Fentura is a well-run institution and a natural geographical extension for ChoiceOne. This transaction will allow ChoiceOne to strengthen its presence in the suburbs of
"This is an exciting time for our customers, communities, employees and shareholders as we move into the next phase of the combined company's growth together," said Jack Hendon, Chairman of ChoiceOne Financial Services, Inc. "Both companies are similar in their culture, rich history, values and commitment to serve their respective customers and communities. The proposed combination will allow us to expand our collective expertise and enhance our product offering to better support our customers."
"Identifying the right partner with a compatible culture was crucial when we evaluated this proposed transaction," said
"Combining two thriving banks will enable us to provide a wider array of services and build a deeper bench of expertise within our communities," said Brian Petty, Chairman of Fentura. "Our combined customer base anticipates outstanding service across various delivery channels. With each bank boasting more than 125 years of dedicated customer service, we aim to establish ourselves as the leading financial institution in our markets."
Janney Montgomery Scott LLC is serving as financial advisor and Warner Norcross + Judd LLP is serving as legal counsel to ChoiceOne. Hovde Group, LLC is serving as financial advisor and Dickinson Wright PLLC is serving as legal counsel to Fentura.
About ChoiceOne Financial Services, Inc. and ChoiceOne Bank
ChoiceOne Financial Services, Inc. is a financial holding company headquartered in
About Fentura Financial, Inc. and The State Bank
Fentura Financial, Inc. is the holding company for The State Bank. It was formed in 1987 and is traded on the OTCQX exchange under the symbol "FETM," and has been recognized as one of the Top 50 performing stocks on that exchange.
The State Bank is a commercial, retail and trust bank headquartered in
Forward-Looking Statement
This presentation contains forward-looking statements within the meaning of the federal securities laws relating to the proposed merger of Fentura Financial Corporation ("Fentura") and ChoiceOne Financial Corporation ("ChoiceOne") and integration of Fentura with ChoiceOne, the combination of their businesses and projected or pro forma financial information and metrics, and the registered follow-on offering of common stock by ChoiceOne. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectations of ChoiceOne and Fentura and members of their respective directors and senior management teams. Investors and security holders are cautioned that such statements are predictions, are not guarantees of future performance and actual events or results may differ materially. Completion of the proposed merger, expected financial results or other plans are subject to a number of risks and uncertainties.
Additional risks and uncertainties may include, but are not limited to, the risk that expected cost savings, revenue synergies and other financial benefits from the proposed merger may not be realized or take longer than expected to realize, the failure to obtain required regulatory or shareholder approvals, the failure of the closing conditions in the merger agreement to be satisfied or any unexpected delay in closing the proposed transaction.
For further information regarding additional factors that could cause results to differ materially from those contained in the forward-looking statements, see "Risk Factors" and the forward-looking statement disclosure contained in the Annual Report on Form 10-K for the most recently ended fiscal year of ChoiceOne, as well as the proxy statement/prospectus described below, and other documents subsequently filed by ChoiceOne with the Securities and Exchange Commission. Forward-looking statements are based on information currently available to ChoiceOne and Fentura, and the parties assume no obligation and disclaim any intent to update any such forward-looking statements.
Important Information for Investors and Security Holders
This communication is being made in respect of the proposed merger transaction involving ChoiceOne and Fentura. This material is not a solicitation of any vote or approval of the ChoiceOne or Fentura shareholders and is not a substitute for the proxy statement/prospectus or any other documents that ChoiceOne and Fentura may send to their respective shareholders in connection with the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. The proposed merger transaction will be submitted to the shareholders of ChoiceOne and Fentura for their consideration. In connection therewith, ChoiceOne intends to file relevant materials with the Securities and Exchange Commission (the "SEC"), including a Registration Statement on Form S-4, which will include the proxy statement of ChoiceOne and Fentura that also will constitute a prospectus of ChoiceOne (the "proxy statement/prospectus"), as well as other relevant documents concerning the proposed transaction. However, such materials are not currently available. The proxy statement/prospectus will be mailed to the shareholders of ChoiceOne and Fentura when available. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC AND ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMAENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHOICEONE, FENTURA, THE PROPOSED TRANSACTION AND RELATED MATTERS. Shareholders are also urged to carefully review and consider ChoiceOne's public filings with the SEC, including, but not limited to, its proxy statements, its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K. Investors and security holders may obtain free copies of the proxy statement/prospectus, any amendments or supplements thereto and other documents containing important information about ChoiceOne or Fentura and/or the proposed transaction, once such documents are filed with the SEC, at the SEC's website at www.sec.gov. In addition, copies of the documents filed with the SEC by ChoiceOne, including the proxy statement/prospectus and the SEC filings that will be incorporated by reference in the proxy statement/prospectus, will be available free of charge on the ChoiceOne's website at choiceone.bank under the heading "Investor Relations" or by contacting Adom Greenland, Chief Financial Officer at (616) 887-7366.
Participants in the Solicitation
ChoiceOne, Fentura and certain of their respective directors, executive officers and other members of management and employees may, under the SEC's rules, be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of ChoiceOne is set forth in its proxy statement for its 2024 annual meeting of shareholders, which was filed with the SEC on April 11, 2024, its annual report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on March 13, 2024, and in other documents filed with the SEC, each of which can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitation, including a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.
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SOURCE ChoiceOne Financial Services, Inc.
FAQ
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