December 16, 2021 6:09 AM ET
Legal Newswire POWERED BY LAW.COM
MPB BHC, INC., The holding company of Metro Phoenix Bank, today announced that it has entered into a merger agreement with Alerus Financial Corporation (“Alerus”) (NASDAQ: ALRS). The definitive agreement and merger plan to acquire MPB, the largest full-service community bank headquartered in Phoenix, represents the twenty-fifth acquisition of Alerus since 2000 as part of its long-term plan to continuously expand its four lines of business: banking, pension and benefits services, wealth management and mortgage. Alerus operated 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 at September 30, 2021. MPHX operates a branch in Phoenix, serving small and medium-sized businesses in the metropolitan region.
The acquisition significantly increases the presence of Alerus in Arizona and, following the closing of the transaction, Alerus will hold 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 branches in Arizona (Phoenix, Scottsdale and Mesa). The combined company Arizona the operation will take 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 CEO. Randy Newman. “The addition of Metro Phoenix Bank will complement our business model and improve our ability to Phoenix provide business loans and banking services. We are honored to welcome new members of our team and our clients, and we look forward to continuing to provide them with excellent customer service and developing those diverse product relationships that make Alerus unique among financial services providers. “
Chief Financial Officer of Alerus Katie lorenson, who will succeed Randy Newman as President and CEO of Alerus on January 1, 2022, led the negotiations for the acquisition.
“We are delighted to expand our Arizona imprint with Metro Phoenix Bank. We believe this will allow us to continue delivering value to our shareholders while remaining true to our commitment to pursue acquisitions consistent 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 market presence and diverse product offerings with the commercial banking experience and talented professionals of Metro Phoenix Bank, we grow our business customer base, which provides the opportunity to expand these relationships by serving the business. , owners and their employees holistically. “
“We are delighted to join Alerus and have seen a natural fit between our two companies which was compelling,” said Steve hagard, President and CEO of Metro Phoenix Bank. “Our customers will benefit from a broader product set and greater resources to support our continued growth initiatives. We have found a great long term partner with Alerus which will benefit Metro Phoenix Bank shareholders, employees and customers.
Upon completion of the transaction, Haggard will join Alerus as president of its Arizona market, ensuring a smooth transition for customers and employees. In this role, he will also be a member of the Alerus management team and oversee the growth of the company in the Arizona Marlet.
Subject to the terms of the agreement and the merger plan, MPHX shareholders will receive 0.74 Alerus common shares for each MPHX share outstanding, or approximately 2.58 million Alerus shares in total. Using a price per share of Alerus common stock of $ 31.43 from December 7, 2021, the transaction has an implicit purchase price of $ 23.26 per share, which equates to an aggregate value of $ 85.3 million, including $ 4.3 million in return for the option holders. The transaction is expected to be immediately accretive to Alerus earnings per share, excluding one-time transaction expenses, and approximately 8.5% accretive in the first full year.
The agreement and the merger plan have 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 shareholder approval of MPHX. The transaction is expected to close in the first quarter of 2022 and the conversion of the data processing system will take place in the first half of 2022 after closing. Alerus currently intends to merge Metro Phoenix Bank with Alerus Financial, NA at this time.
DA Davidson & Co. served as financial advisor and Barack Ferrazzano Kirschbaum & Nagelberg LLP acted as legal counsel to Alerus in connection with the transaction. Raymond James & Associates, Inc. served as financial advisor and Spierer, Woodward, Corbalis and Goldberg served as legal advisor to MPHX.
Alerus will organize a conference call at 11:00 a.m. Eastern Time (10:00 a.m. central time) to December 9, 2021 to discuss the transaction and related matters. The related slide presentation is available on the Alerus Investor website at Investors.alerus.com under “News and Events”. Interested parties can listen to the call live via webcast by visiting investors.alerus.com. Investment professionals are invited to dial the toll-free number: 1-844-200-6205, access code: 971653. The webcast will be archived on the Alerus Investor website and will be available shortly thereafter the call.
About Alerus Financial Corporation and Alerus Financial, NA
Alerus Financial Corporation is a diversified financial services company headquartered in Grand Forks, North Dakota Through its subsidiary, Alerus Financial, NA, Alerus offers innovative and comprehensive financial solutions to businesses and individuals through four distinct business segments: banking services, pension and benefits services, wealth management and mortgages. Alerus provides customers with a primary point of contact to help them fully understand each customer’s unique needs and delivery channel preferences. Customers receive competitive products, valuable information and sound advice backed by digital solutions designed to meet customer needs. Alerus Financial’s banking and wealth management offices are in Large fork and Fargo, North Dakota, the Minneapolis-St. Paul, Minnesota. metropolitan area, and Scottsdale and Mesa, Arizona. The administrative offices of the Alerus pension and benefits plan are Saint-Paul, Minn., East Lansing Michigan, and Littleton, Colorado.
About MPB BHC, Inc. and Metro Phoenix Bank
Metro Phoenix Bank (“MPB”), established in 2007 and based in Phoenix, Arizona, is a full-service community bank for small and medium-sized businesses and real estate professionals. MPB provides its business clients with a variety of services ranging from commercial real estate loans, external media lending, SBA financing solutions and a robust cash management platform which includes an owner association / specialized property management program. MPB’s holding company, MPB BHC, Inc., trades over-the-counter as “MPHX”.
Stephen P. Haggard
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