Alerus Financial Corporation (“Alerus”) (NASDAQ: ALRS) announced
today the signing of a definitive agreement and plan of merger to
acquire MPB BHC, Inc. (“MPHX”) (OTCPK: MPHX), the bank holding
company for Metro Phoenix Bank, the largest full-service community
bank headquartered in Phoenix. The transaction represents the
twenty-fifth acquisition for Alerus since 2000 as part of its
long-term plan to continually expand its four business
segments—banking, retirement and benefits services, wealth
management, and mortgage. Alerus has been operating in the Phoenix
market since 2009.
Founded in 2007, Metro Phoenix Bank is a high-performing
full-service community bank, with approximately $411 million in
total assets, $283 million in total loans, and $366 million in
total deposits as of September 30, 2021. MPHX operates one branch
in Phoenix, serving small- and medium-sized businesses throughout
the metro area.
The acquisition significantly increases the Alerus presence in
Arizona and, following the completion of the transaction, Alerus
will have the fifth largest deposit market share in the Phoenix
metropolitan statistical area (MSA) among community banks. On a pro
forma basis, Alerus will operate three branch locations in Arizona
(Phoenix, Scottsdale and Mesa). The combined company’s Arizona
operation will have approximately $439 million in total loans and
approximately $483 million in total deposits.
“Alerus has a long history of successful strategic acquisitions
that strengthen our ability to provide diversified financial
services to clients across the country,” said Alerus President and
Chief Executive Officer Randy Newman. “The addition of Metro
Phoenix Bank will complement our business model and enhance our
ability in Phoenix to offer commercial lending and banking
services. We are honored to welcome our new team members and
clients, and we look forward to continue providing them with
excellent client service and growing these relationships with the
diversified products that make Alerus unique among financial
service providers.”
Alerus Chief Financial Officer Katie Lorenson, who will succeed
Randy Newman as Alerus President and Chief Executive Officer on
January 1, 2022, led the negotiations for the acquisition.
“We are thrilled to expand our Arizona footprint with Metro
Phoenix Bank. We believe this will allow us to continue delivering
value to our shareholders while staying true to our commitment to
pursue acquisitions that align with our culture and core values,”
said Lorenson. “The Phoenix MSA is one of the largest and fastest
growing metropolitan areas in the country. By combining our
existing market presence and diverse product offerings with the
commercial banking experience and talented professionals of Metro
Phoenix Bank, we grow our commercial client base which provides an
opportunity to expand those relationships by serving the business,
the owners, and their employees holistically.”
“We are excited about joining Alerus, and we saw a natural fit
between our two companies which was compelling,” said Steve
Haggard, President and CEO of Metro Phoenix Bank. “Our clients will
benefit from the broader product set and greater resources to
support our continued growth initiatives. We have found a
tremendous long-term partner with Alerus, which will benefit the
shareholders, employees, and clients of Metro Phoenix Bank.”
Upon completion of the transaction, Haggard will join Alerus as
President of its Arizona Market, ensuring a smooth transition for
clients and employees. In this role, he will also be a member of
Alerus’ leadership team and oversee growth for the company in the
Arizona market.
Subject to the terms of the agreement and plan of merger, MPHX
shareholders will receive 0.74 Alerus common shares for each
outstanding MPHX share, or approximately 2.58 million Alerus shares
in the aggregate. Using a price per share of Alerus common stock of
$31.43 as of December 7, 2021, the transaction has an implied
purchase price of $23.26 per share, which equates to an aggregate
value of $85.3 million, including $4.3 million in consideration for
option holders. The transaction is anticipated to be immediately
accretive to Alerus’ earnings per share, excluding one-time
transaction related expenses, and approximately 8.5% accretive in
the first full year.
The agreement and plan of merger has been approved by the boards
of directors of Alerus and MPHX. Completion of the merger is
subject to customary closing conditions, including receipt of
required regulatory approvals and the approval by the shareholders
of MPHX. The transaction is expected to close in the first quarter
of 2022, and the data processing system conversion will occur in
the first half of 2022 subsequent to the closing. Alerus currently
intends to merge Metro Phoenix Bank into Alerus Financial, N.A. at
that time.
D.A. Davidson & Co. served as financial advisor and Barack
Ferrazzano Kirschbaum & Nagelberg LLP served as legal counsel
to Alerus on the transaction. Raymond James & Associates, Inc.
served as financial advisor and Spierer, Woodward, Corbalis, &
Goldberg served as legal counsel to MPHX.
Conference Call
Alerus will host a conference call at 11:00 a.m. Eastern Time
(10:00 a.m. Central Time) on December 9, 2021 to discuss the
transaction and related matters. The related slide presentation is
accessible on Alerus’ investor website at investors.alerus.com
under “News and Events.” Interested parties may listen to the call
live via webcast by visiting investors.alerus.com. Investment
professionals are invited to call the toll-free number:
1-844-200-6205, Access Code: 971653. The webcast will be archived
on Alerus’ investor website and will be accessible shortly
following the call.
About Alerus Financial Corporation and Alerus Financial,
N.A.
Alerus Financial Corporation is a diversified financial services
company headquartered in Grand Forks, N.D. Through its subsidiary,
Alerus Financial, N.A., Alerus provides innovative and
comprehensive financial solutions to businesses and consumer
clients through four distinct business segments—banking, retirement
and benefits services, wealth management, and mortgage. Alerus
provides clients with a primary point of contact to help fully
understand the unique needs and delivery channel preferences of
each client. Clients are provided with competitive products,
valuable insight, and sound advice supported by digital solutions
designed to meet the clients’ needs. Alerus Financial banking and
wealth management offices are in Grand Forks and Fargo, N.D., the
Minneapolis-St. Paul, Minn. metropolitan area, and Scottsdale and
Mesa, Ariz. Alerus Retirement and Benefits plan administration
offices are in St. Paul, Minn., East Lansing Mich., and Littleton,
Colo.
About MPB BHC, Inc. and Metro Phoenix Bank
Metro Phoenix Bank (“MPB”), established in 2007 and
headquartered in Phoenix, Arizona, is a full-service community bank
that caters to small- to mid-sized businesses and real estate
professionals. MPB offers commercial clients a variety of services
ranging from commercial real estate lending, outdoor media lending,
SBA financing solutions, and a robust treasury management platform
that includes a homeowners association / property management
specialty program. MPB’s holding company, MPB BHC, Inc., is traded
over the counter as “MPHX”.
Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include, without limitation, statements concerning
plans, estimates, calculations, forecasts and projections with
respect to the anticipated future performance of Alerus and MPHX
and certain plans, expectations, goals, projections and benefits
relating to the proposed merger between Alerus and MPHX, all of
which are subject to numerous assumptions, risks and
uncertainties.
Forward-looking statements are not historical facts but instead
express only management’s beliefs regarding future results or
events, many of which are, by their nature, inherently uncertain
and outside of management’s control. It is possible that actual
results and outcomes may differ, possibly materially, from the
anticipated results or outcomes indicated in these forward-looking
statements. In addition to factors disclosed in reports filed by
Alerus with the Securities and Exchange Commission (“SEC”), risks
and uncertainties for Alerus, MPHX and the combined company that
may cause actual results or outcomes to differ materially from
those anticipated include, but are not limited to: (1) the
possibility that any of the anticipated benefits of the proposed
merger will not be realized or will not be realized within the
expected time period; (2) the risk that integration of MPHX’s
operations with those of Alerus will be materially delayed or will
be more costly or difficult than expected; (3) the parties’
inability to meet expectations regarding the timing of the proposed
merger; (4) changes to tax legislation and their potential effects
on the accounting for the merger; (5) the inability to complete the
proposed merger due to the failure of MPHX’s shareholders to adopt
the agreement and plan of merger; (6) the failure to satisfy other
conditions to completion of the proposed merger, including receipt
of required regulatory and other approvals; (7) the failure of the
proposed merger to close for any other reason; (8) diversion of
management’s attention from ongoing business operations and
opportunities due to the proposed merger; (9) the challenges of
integrating and retaining key employees; (10) the effect of the
announcement of the proposed merger on Alerus’, MPHX’s or the
combined company’s respective customer and employee relationships
and operating results; (11) the possibility that the proposed
merger may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; (12) the
dilution caused by Alerus’ issuance of additional shares of Alerus
common stock in connection with the merger; and (13) the continuing
COVID-19 pandemic and its impact on the global economy and
financial market conditions and the business, results of operations
and financial condition of Alerus, MPHX and the combined company.
Please refer to Alerus’ Annual Report on Form 10-K for the year
ended December 31, 2020, as well as its other filings with the SEC,
for a more detailed discussion of risks, uncertainties and factors
that could cause actual results to differ from those discussed in
the forward-looking statements.
Any forward-looking statement included in this press release is
based only on information currently available to management and
speaks only as of the date on which it is made. Neither Alerus nor
MPHX undertakes any obligation to publicly update any
forward-looking statement, whether written or oral, that may be
made from time to time, whether as a result of new information,
future developments or otherwise.
Additional Information
Alerus will file a registration statement on Form S-4 with the
SEC in connection with the proposed transaction. The registration
statement will include a proxy statement of MPHX that also
constitutes a prospectus of Alerus, which will be sent to the
shareholders of MPHX. MPHX’s shareholders are advised to read the
proxy statement/prospectus when it becomes available because it
will contain important information about Alerus, MPHX and the
proposed transaction. When filed, this document and other documents
relating to the merger filed by Alerus can be obtained free of
charge from the SEC’s website at www.sec.gov. These documents also
can be obtained free of charge by accessing Alerus’ website at
www.alerus.com under the link “Investors Relations” and then under
“SEC Filings.” Alternatively, these documents, when available, can
be obtained free of charge from Alerus upon written request to
Alerus Financial Corporation, Corporate Secretary, 401 Demers
Avenue, Grand Forks, North Dakota 58201 or by calling (701)
795-3200.
Participants in This Transaction
Alerus, MPHX and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from shareholders in connection with the
proposed transaction under the rules of the SEC. Information about
Alerus’ participants may be found in the definitive proxy statement
of Alerus relating to its 2021 Annual Meeting of Shareholders filed
with the SEC on April 1, 2021. This definitive proxy statement can
be obtained free of charge from the sources indicated above.
Additional information regarding the interests of these
participants will also be included in the proxy
statement/prospectus regarding the proposed transaction when it
becomes available.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211208005893/en/
Kris Bevill, Public Relations 701.280.5076 (Office) ::
701.306.8561 (Cell) kris.bevill@alerus.com
Alerus Financial (NASDAQ:ALRS)
Historical Stock Chart
From Feb 2024 to Mar 2024
Alerus Financial (NASDAQ:ALRS)
Historical Stock Chart
From Mar 2023 to Mar 2024