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Chargeoffs led to reduced per-share offer for Monument Bancorp during deal talks

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Chargeoffs led to reduced per-share offer for Monument Bancorp during deal talks

In July 2018 four prospective transaction partners submitted initial nonbinding written indications of interest for Doylestown, Pa.-based Monument Bancorp Inc.

Wellsboro, Pa.-based Citizens & Northern Corp. and another party were invited by the Monument board to take part in the next steps of the process. Citizens submitted a revised written nonbinding indication of interest dated Aug. 15, 2018, while the other suitor withdrew its interest.

Citizens revised its bid Aug. 23, 2018, proposing a price per share of $28.50 and a fixed exchange ratio of 1.023 Citizens common share for each Monument common share, in an 80% stock, 20% cash deal.

On the same day, senior management of Monument decided to take certain loan loss and other real estate owned chargeoffs that, during the negotiation of the definitive merger agreement, led to the reduction of the price per share to $28.10 per share, and a proportionate reduction in the exchange ratio to 1.0144 Citizens share.

The Monument board held a special meeting Sept. 27, 2018, to consider the definitive merger agreement and the reduced offer price. The agreement was deemed fair to Monument shareholders from a financial point of view.

The two companies announced their proposed deal Sept. 28, 2018.