PHOENIX, Dec. 8, 2021 /PRNewswire/ -- MPB BHC, INC.
("MPB") (OTCPink:MPHX), the holding company for Metro Phoenix Bank,
announced today the signing of a merger agreement with Alerus
Financial Corporation ("Alerus") (NASDAQ: ALRS). The definitive
agreement and plan of merger to acquire MPB, the largest
full-service community bank headquartered in Phoenix, 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.
Contact:
|
Stephen P.
Haggard
|
|
President &
CEO
|
|
602-346-1800
|
|
shaggard@metrophoenixbank.com
|
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SOURCE Metro Phoenix Bank