Mercantile Bancorp Announces Merger of Subsidiary Mid-America Bancorp and Reports Going Concern Disclosure
22 April 2011 - 8:17AM
Marketwired
Mercantile Bancorp, Inc. (NYSE Amex: MBR) (the "Company") today
announced it has merged its majority-owned subsidiary, Mid-America
Bancorp, Inc., into the Company. Prior to the merger, Mid-America
was the sole shareholder of Heartland Bank, headquartered in
Leawood, Kansas.
As of March 31, 2011, Mercantile owned 55.5% of Mid-America and
held subordinated debentures issued by Mid-America totaling $11.9
million. The debentures were convertible at the Company's option
into common stock of Mid-America. On April 4, 2011, the Company
exercised its right to convert the debentures into additional
shares, thereby increasing its equity ownership of Mid-America to
91.5% and legally allowing the Company to execute the merger and
subsequent dissolution of Mid-America. The Company will pay a total
of $5,000 (approximately $.073 per share) for the surrender and
cancellation of all shares of Mid-America stock not owned by the
Company, on a pro-rata basis to the holders of such shares. On
April 5, 2011, the Company completed the merger, Mid-America was
dissolved, and Heartland Bank became a wholly-owned subsidiary of
the Company.
Mercantile also announced that its audited consolidated
financial statements for the year ended December 31, 2010, included
in its Annual Report on Form 10-K which was filed with the
Securities and Exchange Commission on April 15, 2011, contained a
report from its independent registered public accounting firm that
expressed an unqualified opinion but included a going concern
disclosure. This announcement is made in accordance with NYSE Amex
Company Guide Section 610(b), which requires separate disclosure of
receipt of an audit opinion containing a going concern disclosure.
This announcement does not represent any change or amendment to
Mercantile Bancorp's consolidated financial statements or to its
Annual Report on Form 10-K for the year ended December 31,
2010.
Ted T. Awerkamp, President and CEO, said the Company continues
to actively pursue capital-raising strategies with its financial
and legal advisors.
Investor Relations Update In addition to
notification of shareholder materials, shareholders and those who
wish to closely follow Company news may now enroll to receive email
notice of news and updates at the time of release. Register at the
Company's website or directly at the following address:
http://www.mercbanx.com/shareholders/enroll.php.
About Mercantile Bancorp Mercantile
Bancorp, Inc. is a Quincy, Illinois-based bank holding company with
wholly-owned subsidiaries consisting of one bank each in Illinois,
Kansas, and Florida, where the Company conducts full-service
commercial and consumer banking business, engages in mortgage
banking, trust services and asset management, and provides other
financial services and products. The Company's largest subsidiary,
Mercantile Bank, also operates branch offices in Missouri and
Indiana. Further information is available on the company's website
at www.mercbanx.com.
Forward-Looking Statements This press
release may contain "forward-looking statements" which reflect the
Company's current views with respect to future events and financial
performance. The Private Securities Litigation Reform Act of 1995
("the Act") provides a safe harbor for forward-looking statements
that are identified as such and are accompanied by the
identification of important factors that could cause actual results
to differ materially from the forward-looking statements. For these
statements, the Company, together with its subsidiaries, claims the
protection afforded by the safe harbor in the Act. Forward-looking
statements are not based on historical information, but rather are
related to future operations, strategies, financial results or
other developments. Forward-looking statements are based on
management's expectations as well as certain assumptions and
estimates made by, and information available to, management at the
time the statements are made. Those statements are based on general
assumptions and are subject to various risks, uncertainties and
other factors that may cause actual results to differ materially
from the views, beliefs and projections expressed in such
statements. These risks, uncertainties and other factors that may
cause actual results to differ from expectations, are set forth in
our Annual Report on Form 10-K for the year ended December 31,
2010, as on file with the Securities and Exchange Commission, and
include, among other factors, the following: general business and
economic conditions on both a regional and national level;
fluctuations in real estate values; the level and volatility of the
capital markets, interest rates, and other market indices; changes
in consumer and investor confidence in, and the related impact on,
financial markets and institutions; estimates of fair value of
certain Company assets and liabilities; federal and state
legislative and regulatory actions; various monetary and fiscal
policies and governmental regulations; and changes in accounting
standards, rules and interpretations and their impact on the
Company's financial statements. The words "believe," "expect,"
"anticipate," "project," and similar expressions often signify
forward-looking statements. You should not place undue reliance on
any forward-looking statements. Any forward-looking statements in
this release speak only as of the date of the release, and we do
not assume any obligation to update the forward-looking statements
or to update the reasons why actual results could differ from those
contained in the forward-looking statements.
FOR FURTHER INFORMATION Ted T. Awerkamp President &
CEO (217) 223-7300 ted.awerkamp@mercbanx.com
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