First Mid Bancshares, Inc. (NasdaqGM:FMBH) executed the letter of intent to acquire Blackhawk Bancorp, Inc. (OTCPK:BHWB) from JAM Special Opportunities Fund and others on December 28, 2022. First Mid Bancshares, Inc. (NasdaqGM:FMBH) executed a definitive agreement to acquire Blackhawk Bancorp, Inc. (OTCPK:BHWB) from JAM Special Opportunities Fund and others for $90.3 million on March 20, 2023. As per the terms of the transaction, Blackhawk shareholders will receive 1.15 shares of FMBH common stock for each share of BHWB common stock. The aggregate consideration to be paid by First Mid is approximately $90.3 million, subject to certain conditions and adjustments. First Mid shall own 86% while BHWB shall own 14% of the combined company. It is anticipated that Blackhawk?s wholly-owned bank subsidiary, Blackhawk Bank (?Blackhawk Bank?), will be merged with and into First Mid?s wholly-owned bank subsidiary, First Mid Bank & Todd Trust, N.A. (?First Mid Bank?), at a date following completion of the Merger. BHWB shall pay a termination fee of $3.5 million to First Mid. The transaction has been unanimously approved by each company?s board of directors and is subject to regulatory approvals, the approval of Blackhawk?s stockholders, all required regulatory waiting periods shall have expired, Registration Statement shall have become effective and the satisfaction of customary closing conditions. The deal is expected to close in the second half of 2023. On May 26, 2023, First Mid received approval of the merger from the Board of Governors of the Federal Reserve System. As of June 6, 2023, First Mid received approval of the Merger from the State of Wisconsin Department of Financial Institutions. As of June 23, 2023, registration statement of First Mid Bancshares on form S-4 was declared effective. As of July 27, 2023, First Mid Bancshares received the regulator approval to proceed with closing of the transaction. As of May 9, 2023, the merger is anticipated to be completed in the third quarter of 2023. The transaction is estimated to be approximately 22% accretive to earnings per share in 2024. As of July 27, 2023, the transaction is expected to close in mid-August 2023. As of August 1, 2023 The expected closing date will occur on August 15, 2023.

Piper Sandler & Co. served as due diligence provider to Blackhawk. John T. Reichert of Reinhart Boerner Van Deuren S.C. served as legal advisor and due diligence provider to Blackhawk. Matthew Veneri, Greg Gersack, Jason Werner of Janney Montgomery Scott LLC served as exclusive financial advisor and due diligence provider to First Mid. Jason Zgliniec, Nicholas M. Tipsord and Olga Bogush of ArentFox Schiff LLP served as legal advisor to First Mid. Computershare Trust Company, National Association acted as exchange agent to First Mid Bancshares, Inc. Piper Sandler is acting as Blackhawk?s financial advisor in connection with the merger and will receive a fee for such services in an amount equal to 1.25% of the aggregate purchase price, a substantial portion of which fee is contingent upon the closing of the merger. At the time of announcement of the transaction Piper Sandler?s fee was approximately $1,140,000. Piper Sandler also received a $200,000 fee from Blackhawk upon rendering its opinion.

First Mid Bancshares, Inc. (NasdaqGM:FMBH) completed the acquisition of Blackhawk Bancorp, Inc. (OTCPK:BHWB) from JAM Special Opportunities Fund and others on August 15, 2023. In conjunction with the closing, Todd James has resigned his position as Chief Executive Officer of Blackhawk and joined the First Mid board of directors.