EXHIBIT 99.1
First Mid Bancshares, Inc. Announces Acquisition of Blackhawk Bancorp, Inc.
MATTOON, Ill. and BELOIT, Wis., March 21, 2023
(GLOBE NEWSWIRE) -- First Mid Bancshares, Inc. (NASDAQ: FMBH)
(First Mid) and Blackhawk Bancorp, Inc. (OTCQX: BHWB) (Blackhawk)
announced today the execution of a definitive agreement under which
Blackhawk will merge with First Mid in a 100% stock
transaction.
Blackhawk is the parent company of Blackhawk Bank and is headquartered in Beloit, Wisconsin, operating 10 branches in Wisconsin and Illinois. As of December 31, 2022, Blackhawk had approximately $1.32 billion in total assets, $782 million in loans and $1.19 billion in deposits. Blackhawk has been a pillar of the Beloit community since 1881 and expanded into northern Illinois in 1996.
Under the terms of the agreement, First Mid will acquire 100% of the outstanding shares of Blackhawk and Blackhawk shareholders will receive 1.15 shares of FMBH common stock for each share of BHWB common stock. Based on First Mids price per share at closing on March 20, 2023 of $27.13, the aggregate consideration to be paid by First Mid is approximately $90.3 million, subject to certain conditions and adjustments.
The transaction is estimated to be approximately 22% accretive to earnings per share in 2024 (excluding nonrecurring transaction expenses). Estimated tangible book value per share dilution to First Mid is expected to be earned back in 1.9 years under the crossover method. First Mid expects to achieve cost savings of approximately 31% of Blackhawks noninterest expense. While revenue synergies are anticipated, they have not been included in the estimates.
As of December 31, 2022, Blackhawk had a loan-to-deposit ratio of approximately 65% and a fourth quarter cost of deposits of 0.51%. In addition, Blackhawk had only 8.5% of its balances as uninsured deposits (excluding preferred deposits). All of these ratios strengthen the funding sources for First Mid. Based on the December 31, 2022 ratios, the pro forma company will have a loan to deposit ratio of approximately 85%, a pro forma cost of deposits of 0.67%, and pro forma uninsured deposits of only 21% (excluding preferred deposits). In addition to these benefits, Blackhawks available for sale securities portfolio of approximately $444 million at December 31, 2022 will be marked to fair value through purchase accounting at the close of the transaction. This will provide significant flexibility and an additional liquidity source for the combined company.
Blackhawk has a long history of providing excellent service with a community-minded focus that aligns very well with First Mids philosophy, said Joe Dively, Chairman and Chief Executive Officer of First Mid. We have been talking to Todd and his team for a number of years about a possible combination of our organizations. And, while there is volatility in the equity markets for banks today, the discussions which led to todays announcement started a long time ago. We have partnered with Blackhawk on many projects over the last several years and could not be more confident in the cultural and strategic alignment. The combined company will be an approximately $8.1 billion financial institution with significant wealth management and insurance services. We look forward to welcoming Blackhawks shareholders, employees and customers to the First Mid team.
Todd James, Chairman, President and Chief Executive Officer of Blackhawk commented, This has been a very long process culminating in todays announcement, which has reinforced our belief in the strength of these two organizations and the opportunities it will provide once combined. We are excited to join forces with First Mid, a like-minded partner that shares our commitment to supporting the communities we serve and building strong long-term relationships with customers. Our communities, customers, employees and shareholders will benefit from access to a larger banking organization offering larger loan limits and a broader array of services, including wealth management, trust, insurance and agricultural services.
The transaction has been unanimously approved by each companys board of directors and is expected to close in the second half of 2023, subject to regulatory approvals, the approval of Blackhawks stockholders and the satisfaction of customary closing conditions.
Piper Sandler & Co. served as exclusive financial advisor and rendered a fairness opinion to Blackhawk. Reinhart Boerner Van Deuren S.C. served as legal advisor to Blackhawk. Janney Montgomery Scott LLC served as exclusive financial advisor to First Mid. ArentFox Schiff LLP served as legal advisor to First Mid.
A slide presentation relating to the transactions can be accessed under the investor relations section of First Mids website at www.firstmid.com. In addition, the presentation is included as an exhibit to the Form 8-K filed with the Securities and Exchange Commission announcing the transaction.
About First Mid Bancshares, Inc: First Mid Bancshares, Inc. (First Mid) is the parent company of First Mid Bank & Trust, N.A., First Mid Insurance Group, Inc. and First Mid Wealth Management Co. First Mid is a $6.7 billion community-focused organization that provides a full-suite of financial services including banking, wealth management, brokerage, Ag services, and insurance through a sizeable network of locations throughout Illinois, Missouri and Texas, and a loan production office in the greater Indianapolis area. Together, the First Mid team takes great pride in their work and their ability to serve customers well over the last 158 years. More information about the Company is available on our website at www.firstmid.com.
About Blackhawk Bancorp, Inc.: Established in 1881, Blackhawk has served individuals, families and business owners for 142 years. Blackhawk operates ten full-service banking centers in Beloit and Janesville, Wisconsin and in Rockford, Belvidere, Machesney Park, Roscoe, McHenry, and St. Charles, Illinois. Blackhawk also operates a mortgage processing center in Roscoe, Illinois. Complete information about Blackhawk can be found at www.blackhawkbank.com.
Forward Looking Statements
This document may contain certain forward-looking statements about
First Mid and Blackhawk, such as discussions of First Mids and
Blackhawks pricing and fee trends, credit quality and outlook,
liquidity, new business results, expansion plans, anticipated
expenses and planned schedules. First Mid intends such
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements, which are based on certain assumptions and describe
future plans, strategies and expectations of First Mid and
Blackhawk, are identified by use of the words believe, expect,
intend, anticipate, estimate, project, or similar expressions.
Actual results could differ materially from the results indicated
by these statements because the realization of those results is
subject to many risks and uncertainties, including, among other
things, the possibility that any of the anticipated benefits of the
proposed transactions between First Mid and Blackhawk will not be
realized or will not be realized within the expected time period;
the risk that integration of the operations of Blackhawk with First
Mid will be materially delayed or will be more costly or difficult
than expected; the inability to complete the proposed transactions
due to the failure to satisfy conditions to completion of the
proposed transactions, including failure to obtain the required
regulatory, shareholder and other approvals; the failure of the
proposed transactions to close for any other reason; the effect of
the announcement of the proposed transactions on customer
relationships and operating results; the possibility that the
proposed transactions may be more expensive to complete than
anticipated, including as a result of unexpected factors or events;
changes in interest rates; general economic conditions and those in
the market areas of First Mid and Blackhawk; legislative and/or
regulatory changes; monetary and fiscal policies of the U.S.
Government, including policies of the U.S. Treasury and the Federal
Reserve Board; the quality or composition of First Mids and
Blackhawks loan or investment portfolios and the valuation of those
investment portfolios; demand for loan products; deposit flows;
competition, demand for financial services in the market areas of
First Mid and Blackhawk; accounting principles, policies and
guidelines; and the impact of the global COVID-19 pandemic on First
Mids or Blackhawks businesses, the ability to complete the proposed
transactions or any of the other foregoing risks. Additional
information concerning First Mid, including additional factors and
risks that could materially affect First Mids financial results,
are included in First Mids filings with the SEC, including its
Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.
Forward-looking statements speak only as of the date they are made.
Except as required under the federal securities laws or the rules
and regulations of the SEC, we do not undertake any obligation to
update or review any forward-looking information, whether as a
result of new information, future events or otherwise.
Important Information about the Merger and Additional
Information
First Mid 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 Blackhawk that also
constitutes a prospectus of First Mid, which will be sent to the
shareholders of Blackhawk. Investors in
Blackhawk are urged to read the proxy statement/prospectus, which
will contain important information, including detailed risk
factors, when it becomes available. The proxy
statement/prospectus and other documents which will be filed by
First Mid with the SEC will be available free of charge at the SECs
website, www.sec.gov. These documents also can be obtained free of
charge by accessing First Mids website at www.firstmid.com under
the tab Investors Relations and then under SEC Filings.
Alternatively, when available, these documents can be obtained free
of charge from First Mid upon written request to First Mid
Bancshares, P.O. Box 499, Mattoon, IL 61938, Attention:
Investor Relations; or from Blackhawk upon written request to
Blackhawk Bancorp, Inc., 400 Broad Street, Beloit, WI 53511,
Attention: Todd J. James, President & CEO. A final proxy
statement/prospectus will be mailed to the shareholders of
Blackhawk.
Participants in the Solicitation
First Mid and Blackhawk, and certain of their respective directors,
executive officers and other members of management and employees,
are participants in the solicitation of proxies in connection with
the proposed transactions. Information about
the directors and executive officers of First Mid is set forth in
the proxy statement for its 2023 annual meeting of stockholders,
which was filed with the SEC on March 15, 2023. These
documents can be obtained free of charge from the sources provided
above. Investors may obtain additional information regarding the
interests of such participants in the proposed transactions by
reading the proxy statement/prospectus for such proposed
transactions when it becomes available.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.
First Mid Investor
Contact:
Aaron Holt
VP, Shareholder Relations
217-258-0463
aholt@firstmid.com
Matt Smith
Chief Financial Officer
217-258-1528
msmith@firstmid.com
Blackhawk Investor
Contact:
Todd James
Chairman, President & CEO
800-209-2616
tjames@blackhawkbank.com