Sparta, Mich.-based ChoiceOne Financial Services Inc. is merging with Lapeer, Mich.-based County Bank Corp. in an all-stock deal valued at approximately $89.0 million in the aggregate.
The banks described the transaction — which is valued at $50.96 per County Bank share, based on ChoiceOne Financial's March 22 closing price of $24.70 — as a merger of equals.
Each County Bank common share will be converted into the right to receive 2.0632 shares of ChoiceOne Financial's common stock. ChoiceOne Financial is also expected to declare and pay its shareholders a special dividend of 60 cents per share.
ChoiceOne Financial unit ChoiceOne Bank and County Bank unit Lakestone Bank & Trust are expected to consolidate in the second quarter of 2020.
The deal is expected to be about 14% accretive to earnings per share in the first full year, based on fully phased-in cost savings of about 10% of the companies' combined expenses. The tangible book value dilution is expected to be earned back in 3.1 years. The implied internal rate of return is more than 25%.
The companies also expect one-time pretax transaction costs of $3.8 million. The termination fee is about $3.6 million, payable by either party under certain circumstances.
The deal is expected to close in the second half. Upon deal closing, the combined company, which will be based in Sparta, Mich., will have about $1.3 billion in assets with 28 offices in western and southeastern Michigan.
On an aggregate basis, SNL calculates that the deal value is 135.86% of common equity, 16.41% of deposits and 14.44% of assets.
SNL valuations for bank and thrift targets in the Midwest region between March 22, 2018, and March 22, 2019, averaged 161.16% of book and 172.08% of tangible book and had a median of 20.00x last-12-months earnings, on an aggregate basis.
The deal has a one-day premium of 11.88%, based on County Bank Corp.'s closing price of $45.55 as of March 21, and a one-month premium of 12.08%, based on its closing price of $45.47 as of Feb. 25.
ChoiceOne Financial shareholders will own about 50.1% of the combined company, while County Bank shareholders will own the remaining 49.9%, excluding outstanding ChoiceOne Financial stock options and restricted stock units.
ChoiceOne Financial Chairman Paul Johnson will become chairman of the combined company's board, while County Bank Chairman Bruce Cady will be vice chairman. ChoiceOne Financial CEO and President Kelly Potes will take on the CEO role, while County Bank President and COO Michael Burke Jr. will become president.
The combined company's board will be comprised of 14 directors, with seven directors each coming from both companies.
ProBank Austin is financial adviser to ChoiceOne Financial with managing director Rick Maroney as the lead adviser, while Warner Norcross & Judd LLP is legal adviser. Boenning & Scattergood Inc. is County Bank's financial adviser, while Hunton Andrews Kurth LLP is legal adviser.