In a significant strategic move within the financial services sector, Bank First Corporation (NASDAQ: BFC) has entered into a merger agreement to acquire Centre 1 Bancorp, Inc. This merger, approved unanimously by the boards of directors of both companies, is set to consolidate Centre into Bank First, with the merger agreement dated July 17, 2025.
Upon completion of the merger, Centre will be merged with and into Bank First. Additionally, Centre's wholly-owned subsidiary, The First National Bank and Trust Company, will merge into Bank First's subsidiary, Bank First, N.A., with the latter as the surviving entity. This two-step merger aims to create a more robust banking platform by leveraging the strengths of both organizations.
Financially, the deal stipulates that each share of Centre common stock will convert into the right to receive 0.9200 of a share of Bank First common stock, referred to as the exchange ratio. With Bank First's stock recently trading at $124.12 per share, this translates to a value of approximately $114.19 per share for Centre shareholders, a substantial premium reflecting the strategic value of the merger. However, the merger consideration is subject to adjustment based on Centre's tangible book value at closing, which must not fall below $83,587,000.
The merger is expected to be tax-free under Section 368(a) of the Internal Revenue Code, providing significant tax benefits for shareholders exchanging their shares. The Centre special meeting, where shareholders will vote on the merger agreement, is scheduled for November 13, 2025. The company emphasizes the importance of shareholder participation in this critical vote, as the transaction cannot proceed without majority approval.
From a strategic perspective, the merger positions Bank First to enhance its market footprint and operational capabilities, benefiting from increased scale and expanded customer offerings. Both companies project that the merger will improve their competitive position and operational efficiency in the banking sector.
Regulatory considerations include standard approvals required for banking mergers, but no significant antitrust concerns are anticipated. The companies are preparing to meet all necessary regulatory requirements prior to finalizing the merger.
In conclusion, this merger represents not only an important consolidation in the banking landscape but also a strategic opportunity for Bank First to leverage Centre’s resources and client base, ultimately benefiting shareholders and employees alike. As the deal progresses, market participants are advised to monitor the stock price of Bank First, which directly influences the value of the merger consideration offered to Centre shareholders.