Bank First Corporation entered into the non-binding letter of intent to acquire Denmark Bancshares, Inc. (OTCPK:DMKB.A) for approximately $120 million on December 2, 2021.
Consummation of the merger is subject to various customary conditions, including (i) approval of the merger agreement and the merger by shareholders of DBI; (ii) approval of the merger agreement, the merger and the issuance of shares of BFC common stock in connection with the merger by shareholders of BFC; (iii) the receipt of certain regulatory approvals; (iv) no injunctions or other legal restraints preventing the consummation of the merger; (v) the U.S. Securities and Exchange Commission (SEC) having declared effective BFC's registration statement covering the issuance of shares of BFC's common stock in the merger; and (vi) the receipt by each party of a tax opinion to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. The transaction is also subject to shares of BFC Common Stock to be issued in connection with the merger shall have been approved for listing on the trading market and dissenting Shares shall be less than five percent (5%) of the issued and outstanding shares of DBI Common Stock. The merger agreement has been unanimously approved by the boards of directors of BFC and DBI. As of June 26, 2022, the Federal Reserve Board announced its approval of the application by Bank First Corporation, Manitowoc, Wisconsin, to merge with Denmark Bancshares, Inc., and thereby indirectly acquire its subsidiary bank, Denmark State Bank, both of Denmark, Wisconsin. As of June 30, 2022, Bank First has received approval from the required regulatory agencies to merge Denmark Bancshares, Inc. Shareholders from both banks also approved the merger during special shareholder meetings held on June 13, 2022. The transaction is expected to close in the early third quarter of 2022.
Computershare, Inc. acted as transfer agent to Bank First Corporation. Hovde Group, LLC served as financial advisor for a fee of $0.8 million and Mark Kanaly of Alston & Bird LLP served as legal counsel to Bank First. Piper Sandler & Co. served as financial advisor for a fee of $1.5 million and Patrick S. Murphy of Godfrey & Kahn S.C. served as legal counsel to Denmark. Hovde Group, LLC acted as fairness opinion provider to the board of Bank First for a fee of $0.2 million. Piper Sandler & Co. acted as fairness opinion provider to the board of Denmark for a fee of $0.18 million.