CrossFirst Bankshares, Inc. (Nasdaq: CFB, “CrossFirst”) and
Central Bancorp, Inc. (“Central”) today announced that they have
entered into a definitive merger agreement under which CrossFirst’s
bank subsidiary, CrossFirst Bank (“CFB Bank”), will acquire
Central’s bank subsidiary, Farmers & Stockmens Bank (“F&S
Bank”), in an all-cash transaction. F&S Bank currently has
Central Bank & Trust branches in Denver and Colorado Springs
and Farmers & Stockmens Bank branches in New Mexico. Central
will retain its wealth management subsidiaries, The Corundum Group
and Corundum Trust Company.
The combination will bring together complementary banking
platforms with management teams that share a commitment to the
clients and businesses they serve. When completed, the transaction
is expected to widen the scope of the CrossFirst franchise,
providing an enlarged footprint with further expansion
opportunities in the Colorado and New Mexico markets. Based on
current estimates, the combined company will have approximately
$6.2 billion in assets, $4.9 billion in loans and $5.3 billion in
deposits, with banking locations in Kansas, Oklahoma, Texas,
Missouri, Colorado, New Mexico and Arizona.
CrossFirst believes that providing F&S Bank and its clients
with access to CFB Bank’s broader array of banking offerings,
larger capabilities, and focus on technology will spur the overall
growth of the F&S Bank platform and provide enhanced benefits
for clients. CrossFirst expects that in addition to providing
access to dynamic target markets, the acquisition will further
diversify its revenue streams and add additional liquidity for
growth. Specifically, CrossFirst plans to incorporate both F&S
Bank’s SBA and agricultural lending capabilities into its current
platform, while also bolstering its private banking business, a
fundamental aspect of both companies’ offerings.
“We are thrilled to welcome Farmers & Stockmens and Central
Bank & Trust clients and employees to our CrossFirst team,”
commented Mike Maddox, CrossFirst’s President and Chief Executive
Officer. “This transaction represents an exciting milestone for our
company, allowing us to enter new, dynamic markets, and expand our
capabilities by partnering with an impressive team of bankers. We
have tremendous respect for the Farmers & Stockmens and Central
Bank & Trust management teams and are confident this
combination will create extraordinary value for our stockholders,
our clients, our employees, and our communities.”
Scott Page, F&S Bank’s Chief Executive Officer, added, “We
are delighted to join a bank that shares our cultural values and
commitment to its clients as we embark on this next chapter for
Farmers & Stockmens Bank. We have built a successful and
differentiated franchise in our local communities, and this
combination will provide our clients with the full breadth of
CrossFirst’s comprehensive set of products, services and
systems.”
Under the terms of the merger agreement, F&S shareholders
are expected to receive approximately $75.0 million in aggregate
merger consideration in cash at closing.
The transaction is currently expected to be $0.17, or 11.7%,
accretive to CrossFirst’s earnings per share in 2023, assuming
fully phased in cost savings. The earnings per share accretion
estimates are based on anticipated cost savings of 20% of F&S
Bank’s non-interest expense and do not include any impact due to
potential revenue synergies, although opportunities have been
identified.
The agreement was unanimously approved by the Board of Directors
of each company and bank. The transaction is expected to close in
the second half of 2022, subject to approval by Central
shareholders and bank regulatory authorities, as well as the
satisfaction of other customary closing conditions. The parties
have entered into a voting agreement with certain F&S Bank and
Central directors and executive officers whereby they have agreed
to vote in favor of the transaction in their capacity as
shareholders.
CrossFirst was advised in this transaction by Keefe, Bruyette
& Woods, A Stifel Company as financial advisor and Stinson LLP
as legal counsel. Central was advised by Piper Sandler & Co. as
financial advisor and Otteson Shapiro LLP as legal counsel.
Conference Call & Supplemental Information
CrossFirst’s executive management team will host a conference
call for investors on Tuesday, June 14, 2022, at 4:30 p.m. E.T.
regarding the announcement of the definitive agreement. To access
the event by telephone, please dial (877) 621-5851 and (470)
495-9492 (international) and provide passcode 5598601.
The event will also be broadcast live over the internet and can
be accessed via the following link:
https://edge.media-server.com/mmc/p/975f6myw.
The press release and presentation slides to accompany the
conference call remarks will be available at
https://investors.crossfirstbankshares.com/ prior to the beginning
of the call.
A replay of the call will be available two hours after the
conclusion of the live call. To access the replay, call (855)
859-2056 and (404) 537-3406 (international) and provide passcode
5598601.
About CrossFirst Bankshares
CrossFirst Bankshares, Inc. (Nasdaq: CFB) is a Kansas
corporation and a registered bank holding company for its wholly
owned subsidiary CrossFirst Bank, which is headquartered in
Leawood, Kansas. CrossFirst has nine full-service banking locations
in Kansas, Missouri, Oklahoma, Texas, and Arizona that offer
products and services to businesses, professionals, individuals,
and families.
Forward-Looking Statements
Certain statements in this press release which are not
historical in nature are intended to be forward-looking statements
for purposes of the safe harbor provided by Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
statements include, but are not limited to, statements regarding
the benefits of the proposed merger of CFB Bank and F&S Bank,
including future financial and operating results (including the
anticipated impact of the transaction on CrossFirst’s earnings and
book value), the consideration payable in connection with the
acquisition, statements related to the expected completion and
timing of the completion of the merger, and the combined company’s
plans, objectives, expectations and intentions. Forward-looking
statements often, but not always, include words such as “believes,”
“expected,” “anticipated,” “estimates,” “opportunities,”
“approximately,” “plans”, “will” or the negative of these words,
variations thereof or other similar words and expressions. These
forward-looking statements are subject to numerous assumptions,
risks and uncertainties, which change over time. Because
forward-looking statements are subject to assumptions and
uncertainties, actual results or future events could differ,
possibly materially, from those that CrossFirst anticipated in its
forward-looking statements and future results could differ
materially from historical performance. Factors that could cause or
contribute to such differences include, but are not limited to, the
following: the expected benefits of the acquisition may not
materialize in the timeframe expected or at all, or may be more
costly to achieve; the acquisition may not be timely completed, if
at all; the occurrence of any event, change or other circumstances
that could give rise to the right of one or both of the parties to
terminate the definitive transaction agreement; the outcome of any
legal proceedings that may be instituted against CrossFirst or
Central; prior to the completion of the acquisition or thereafter,
CrossFirst’s and Central’s respective businesses may not perform as
expected due to transaction-related uncertainty or other factors;
the parties may be unable to successfully implement integration
strategies; required regulatory, Central shareholder or other
approvals may not be obtained or other closing conditions may not
be satisfied in a timely manner or at all; adverse regulatory
conditions may be imposed in connection with regulatory approvals
of the acquisition; reputational risks and risks relating to the
reaction of the companies’ customers or employees to the
transaction, including the effects on the ability of CrossFirst to
attract or retain customers and key personnel; diversion of
management time on acquisition-related issues; risks relating to
the COVID-19 pandemic, including uncertainty and volatility in
financial, commodities and other markets, and disruptions to
banking and other financial activity. Such risks, uncertainties and
factors could harm CrossFirst’s or Central's business, financial
position, and results of operations, and could adversely affect the
timing and anticipated benefits of the proposed acquisition.
Additional discussion of these and other risks, uncertainties and
factors affecting CrossFirst’s business is contained in
CrossFirst’s filings with the Securities and Exchange Commission
(the “SEC”), including in CrossFirst’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2021, its Quarterly Report
on Form 10-Q for the period ended March 31, 2022, and its other
filings with the SEC. The reader should not place undue reliance on
forward-looking statements since the statements speak only as of
the date that they are made. Except as required by law, CrossFirst
undertakes no obligation to update or revise forward-looking
statements to reflect changed assumptions, the occurrence of
unanticipated events, or changes in our business, results of
operations or financial condition over time.
Annualized, pro forma, projected, and estimated numbers in this
document are used for illustrative purposes only, are not forecasts
and may not reflect actual results. Except to the extent required
by applicable law or regulation, each of CrossFirst and Central
disclaims any obligation to revise or publicly release any revision
or update to any of the forward-looking statements included herein
to reflect events or circumstances that occur after the date on
which such statements were made.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220613005821/en/
Media Contact: Meggin Nilssen,
Chief of Staff meggin.nilssen@crossfirstbank.com (913) 302-1915
Investor Contact: Heather Worley,
Director of Investor Relations heather@crossfirst.com (214)
676-4666
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