Bank First National Corporation (NASDAQ:BFC) ("Bank First") signed an agreement and plan of merger to acquire Partnership Community Bancshares Inc. ("Partnership") from a group of shareholders for approximately $39.5 million on January 22, 2019. Under the terms of the agreement, each Partnership shareholder will have the option to receive either $17.3832 in cash or 0.35047 of a share of Bank First's common stock in exchange for each share of Partnership common stock. The election of stock consideration or cash consideration will be subject to proration such that 65% of the issued and outstanding shares of PCB common stock will be exchanged for BFC common stock and 35% will be exchanged for cash, where the aggregate stock consideration will be 537,298 shares of BFC common stock and the aggregate cash consideration will be $14,350,000. Bank First National Corporation (NASDAQ:BFC) entered into an amended agreement and plan of merger to acquire Partnership Community Bancshares Inc. from a group of shareholders for $51.1 million on April 30, 2019. Each outstanding share of PCB common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive, at the election of each PCB shareholder, either $17.3001 in cash, or 0.34879 of a share of BFC’s common stock. The election of stock consideration or cash consideration will be subject to proration such that 65% of the issued and outstanding shares of PCB common stock will be exchanged for BFC common stock and 35% will be exchanged for cash, where the aggregate stock consideration will be 534,731 shares of BFC common stock and the aggregate cash consideration will be $14,281,430. The consideration was amended to make a downward adjustment to the merger consideration to reflect early termination fees associated with PCB’s core data processing contract that were in excess of projected amounts. Pursuant to the merger agreement, PCB will merge with and into BFC, with BFC as the surviving company. Immediately after the merger, Partnership Bank, a wholly-owned bank subsidiary of PCB, will merge with and into BFC’s wholly-owned bank subsidiary, Bank First, with Bank First as the surviving bank. As of December 31, 2018, Partnership had approximately $306.8 million in consolidated assets and $21.6 million in consolidated stockholders' equity. Partnership will pay Bank First termination fee of $1.64 million if the merger agreement is terminated under certain circumstances, including circumstances involving a change in recommendation by PCB’s board of director. The transaction as a combination in which the combined company would operate under the Bank First brand and Bank First’s Board of Directors and management would have substantial participation in the combined company. Each of the officers and Directors of BFC immediately prior to the effective time of the merger will be the officers and Directors of the surviving company from and after the effective time of the merger. The closing of the transaction is subject to customary conditions including approval of the merger agreement by the holders of at least a majority of the outstanding shares of PCB common stock entitled to vote at the PCB special meeting, the receipt of all required regulatory approvals for the merger, without the imposition of any material on-going conditions or restrictions, and the expiration of all regulatory waiting periods, each party’s receipt of a U.S. federal income tax opinion from its outside legal counsel, dated the closing date of the merger, confirming that the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, registration statement of BFC declared effective by SEC, the absence of 10% or more of the outstanding shares of PCB’s common stock exercising their dissenters’ rights and the shares of BFC common stock being approved for listing on the Nasdaq Capital Market. The agreement has been unanimously approved by the Boards of Directors of Bank First and Partnership. The Partnership Board of Directors unanimously recommends that holders of record of Partnership common stock entitled to vote at the special meeting for the proposal to approve the merger agreement and the merger. In that event of Partnership special meeting, if voting in favor of the merger proposal is insufficient to approve the merger proposal, PCB’s shareholders will be asked to vote upon the adjournment proposal and not the merger proposal. All directors of PCB and Partnership Bank have entered into voting agreements with BFC, pursuant to which they have agreed, solely in their capacity as PCB shareholders, to vote all of their shares of PCB common stock in favor of the proposals to be presented at the PCB special meeting. The Directors and executive officers who are parties to the voting agreements owned and were entitled to vote an aggregate of approximately 1 million shares of PCB common stock, representing approximately 42.3% of the shares of PCB common stock outstanding. As of April 10, 2019, the transaction was approved by Office of the Comptroller of the Currency, Federal Reserve and the Wisconsin Department of Financial Institutions. As of June 12, 2019, the transaction was approved by shareholders of Partnership. The transaction is expected to close in third quarter of 2019. As of January 23, 2019, the transaction is expected to close on July 12, 2019. As of April 9, 2019, the transaction is expected to close in the third quarter of 2019. Eric Ferdinand and Matthew Proven of Sandler O'Neill + Partners LP served as financial advisors to Bank First and Mark C. Kanaly, David Park and John Hobgood of Alston & Bird LLP served as legal counsel. John K. Freechack and Michael J. Slade of Piper Jaffray & Co. served as financial advisor and Patrick S. Murphy of Godfrey & Kahn S.C. served as legal counsel to Partnership in the transaction. EQ Shareowner Services acted as exchange agent in respect of the transaction. PCB agreed to pay a fairness opinion cash fee of $0.1 million to Piper Jaffray upon delivery of Piper Jaffray’s fairness opinion, which fee was not contingent on the conclusions reached in such opinion or the consummation of the merger. PCB also agreed to pay to Piper Jaffray a fee equal to 1.25% of the aggregate transaction value paid upon closing of the merger.