Bank First Corporation (Nasdaq: BFC) (“Bank First” or “the Company”), the holding company of Bank First, N.A., announced on July 26, 2022 the signing of an Agreement and Plan of Merger with Hometown Bancorp, Ltd. (“Hometown”), parent company of Hometown Bank, a Wisconsin state-chartered bank, under which Bank First has agreed to acquire 100% of the common stock of Hometown in a combined stock-and-cash transaction.
Under the terms of the Agreement and Plan of Merger, each Hometown shareholder will have the option to receive either $29.16 in cash or 0.3962 of a share of Bank First’s common stock in exchange for each share of Hometown common stock, subject to customary proration and allocation procedures, such that no less than 70% of Hometown shares will receive stock consideration and no greater than 30% will receive cash consideration. The aggregate consideration is valued at approximately $124 million, based on the closing price of Bank First common stock as of July 22, 2022 of $75.23 per share.
Bank First’s focus on providing innovative products and services will allow the customers of Hometown to benefit from a wide array of retail banking products and loan programs tailored to the unique needs of each individual or family.
Hometown shareholders and customers will also benefit from Bank First’s 49.8% ownership of UFS, LLC, a bank technology outfitter, which provides digital, core, cybersecurity, managed IT, and cloud services to banks in the Midwest. Bank First’s relationship with UFS creates opportunities to access the latest advancements in banking technology at a faster rate than its peers.
Mike Molepske, president and chief executive officer of Bank First stated, “We are excited to welcome Tim McFarlane and the relationship focused team of bankers at Hometown to Bank First. I’ve had the pleasure of knowing Tim throughout my banking career and working with him as well. I am looking forward to collaborating with Tim and his team as we combine our organizations. Together, we will provide exceptional value to our employees, customers, and shareholders.”
“Our organizations’ shared values make this partnership a natural fit,” stated Tim McFarlane, president and chief executive officer of Hometown. “By joining with Bank First, we found an opportunity to align with a partner that shares our passion for providing personalized customer service and shows a genuine concern for the well-being of our employees, customers, and communities. We see a great opportunity to complement Bank First’s strengths while leveraging their capabilities to add value to our customers in the form of leading-edge technology and a large breadth of retail and business offerings.”
Upon completion of the merger, Tim McFarlane will assume the role of President and will join the Board of Directors of Bank First, N.A. He will also be nominated to the Bank First Corporation Board of Directors. Mike Molepske will continue serving as Chief Executive Officer and Chairman of the Boards of Directors of Bank First Corporation and Bank First, N.A.
The Boards of Directors of Bank First and Hometown have approved the Agreement and Plan of Merger. The closing of the transaction is expected to be in the fourth quarter of 2022, subject to customary closing conditions, including regulatory approval, approval by Hometown’s shareholders, and obtaining a conversion date from UFS and Fiserv.
As of June 30, 2022, Hometown had approximately $627.6 million in consolidated assets, $421.2 million in gross loans, $538.7 million in deposits, and $65.5 million in consolidated stockholders’ equity. Based on the financial results as of June 30, 2022, the combined company, inclusive of projected balances to be acquired from the proposed acquisition of Denmark Bancshares, Inc., will have total assets of approximately $4.3 billion, loans of approximately $3.3 billion and deposits of approximately $3.7 billion.
Piper Sandler & Co. served as financial advisor to Bank First and Alston & Bird LLP served as legal counsel. Reinhart Boerner Van Deuren, s.c. served as legal counsel to Hometown.