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Item 7.01
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Regulation FD Disclosure.
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On December 8, 2021, the Company and MPB issued
a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached to this report as Exhibit 99.1,
which is incorporated herein by reference.
The Company has posted on its investor website
at investors.alerus.com under the “News and Events” link an investor presentation relating to the Merger. A copy of the investor
presentation is attached to this report as Exhibit 99.2, which is incorporated herein by reference. The Company is not undertaking
any obligation to update this investor presentation.
The information furnished pursuant to this Item
and the related exhibits shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Special Note Concerning Forward-Looking Statements
This report 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 the Company and certain plans, expectations, goals projections and benefits relating to the proposed merger between
the Company and MPB, all of which are subject to numerous assumptions, risks and uncertainties. These statements are often, but not always,
identified by words such as “may”, “might”, “should”, “could”, “predict”,
“potential”, “believe”, “expect”, “continue”, “will”, “anticipate”,
“seek”, “estimate”, “intend”, “plan”, “projection”, “would”, “annualized”,
“target” and “outlook”, or the negative version of those words or other comparable words of a future or forward-looking
nature. Examples of forward-looking statements include, among others, statements we make regarding our projected growth, anticipated future
financial performance, financial condition, credit quality, management’s long-term performance goals and the future plans and prospects
of the Company, MPB and the combined company.
Forward-looking statements are not historical facts
but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are 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 the Company with the SEC, risks and uncertainties for the Company, MPB 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 MPB’s operations with those of the Company 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 MPB’s
shareholders to adopt the Merger Agreement; (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 the Company’s, MPB’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 the Company’s issuance of additional shares of 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
the Company, MPB and the combined company. Please refer to the Company’s 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
report is based only on information currently available to management and speaks only as of the date on which it is made. Neither the
Company nor MPB 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
The Company 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
MPB that also constitutes a prospectus of the Company, which will be sent to the shareholders of MPB. MPB’s shareholders are advised
to read the proxy statement/prospectus when it becomes available because it will contain important information about the Company, MPB
and the proposed transaction. When filed, this document and other documents relating to the Merger filed by the Company and MPB 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
the Company’s 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 the Company 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
The Company, MPB 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 the Company’s participants may be found in the definitive
proxy statement of the Company 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.