Bank First Corporation (Nasdaq: BFC) (“Bank First” or “the Company”), the holding company of Bank First, N.A., announced today the signing of an Agreement and Plan of Merger with Denmark Bancshares, Inc. (OTCQX: DMKBA and DMKBB) (“Denmark”), parent company of Denmark State Bank, a Wisconsin state-chartered bank, under which Bank First has agreed to acquire 100% of the common stock of Denmark in a combined stock-and-cash transaction.
Under the terms of the Agreement and Plan of Merger, each Denmark shareholder will have the option to receive either $38.10 in cash per share or 0.5276 of a share of Bank First’s common stock in exchange for each share of Denmark common stock, subject to customary proration and allocation procedures, such that no less than 80% of Denmark shares will receive stock consideration and no greater than 20% will receive cash consideration. The aggregate consideration is valued at approximately $119 million.
As of December 31, 2021, Denmark had approximately $687.6 million in consolidated assets, $479.4 million in gross loans, $614.5 million in deposits and $68.0 million in consolidated stockholders’ equity. Based on the financial results as of December 31, 2021, the combined company will have total assets of approximately $3.6 billion, loans of approximately $2.7 billion and deposits of approximately $3.2 billion.
The Agreement and Plan of Merger has been approved by the Boards of Directors of Bank First and Denmark. The closing of the transaction, which is targeted to take place early third quarter 2022, is subject to customary closing conditions, including regulatory approval and approval by the shareholders of Denmark and Bank First.
The two institutions offer a diverse set of competencies that when combined are expected to result in a stronger organization. Denmark has established itself as a leading provider of financial products and services in Northeast Wisconsin, resulting in a strong deposit base. This complements Bank First’s already strong presence in Manitowoc County and enhances its growing footprint in Brown County. Bank First recently announced the purchase of a seven acre parcel of property to build a new flagship office along Shawano Avenue and South Taylor Street next to the Meijer store in Green Bay, solidifying its commitment to Green Bay and the surrounding communities.
Denmark’s customers will 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.
Bank First’s focus on providing innovative products and services will allow the customers of Denmark to benefit from a wide array of retail banking products and loan programs tailored to the unique needs of each individual or family. A benefit to business customers will be to leverage the combined organization’s suite of treasury management products and services, specifically taking advantage of Bank First’s in-house merchant services program. Additionally, Denmark has expertise in agricultural banking dating back to 1909. Denmark’s highly knowledgeable agricultural team will be essential as Bank First continues to expand its presence in this sector.
“We are thrilled to unite with Denmark State Bank and expand our footprint in Wisconsin,” stated Mike Molepske, President and Chief Executive Officer of Bank First. “Similar to Bank First, Denmark is a long-standing organization focused on relationship banking. Bank First and Denmark date back to 1894 and 1909, respectively. Together, we will continue our shared mission of building meaningful relationships and strengthening the communities we serve by providing value-driven financial solutions and giving back through volunteerism and philanthropic initiatives.”
“We look forward to working together to maintain our tradition of community banking in Northeastern Wisconsin,” stated Scot Thompson, President and Chief Executive Officer of Denmark State Bank. “Our core values at Denmark State Bank include integrity, honesty and exemplary customer service, and Bank First is the ideal partner to carry these values forward for years to come. This partnership strengthens our team, provides an enhanced suite of products to our customers and adds value to our loyal shareholders.”
Hovde Group, LLC served as financial advisor to Bank First and Alston & Bird LLP served as legal counsel. Piper Sandler & Co. served as financial advisor to Denmark and Godfrey & Kahn S.C. served as legal counsel.
