- The partnership will embody 7 full use banking locations of First Federal of Northern Michigan (following a formerly announced sale of a Oscoda plcae to a third party), approximately $320 million in resources and $283 million in deposits, essentially all core deposits. Combined offices will proportion to 30 banking centers.
- The transaction is approaching to tighten in a 2nd Quarter of 2018.
- Anticipated formula embody gain per share summation of 8.0% in 2018 (exclusive of understanding costs) and an approaching discernible book value acquire behind duration of 3 years or less.
- The transaction is a 4th vital enlargement by Mackinac given late 2014.
MANISTIQUE, Mich. and ALPENA, Mich., Jan. 16, 2018 (GLOBE NEWSWIRE) — The Directors of Mackinac Financial Corporation (Nasdaq:MFNC) (Mackinac), a holding association for mBank, and a Directors of First Federal of Northern Michigan Bancorp, Inc. (OTC:FFNM) (FFNM), a holding association for First Federal of Northern Michigan now announced a execution of a decisive agreement for Mackinac to acquire FFNM by an all-stock partnership of FFNM with and into a auxiliary of Mackinac. FFNM shareholders will accept .576 shares of Mackinac common batch for any share of FFNM common stock. The sum value of a batch consideration, formed on an insincere cost of Mackinac shares of $15.75, is $33.8 million. MFNC expects to emanate approximately 2.15 million shares to FFNM shareholders in tie with a transaction. Under a terms of a agreement, shareholders of FFNM will also accept a special money division immediately before to tighten of $8.0 million theme to upkeep of a smallest equity requirement. Total care to FFNM shareholders in tie with a transaction would proportion to $41.8 million, or $11.22 per share, formed on a insincere value of Mackinac common shares.
The transaction will boost mBank’s marketplace position as a largest bank headquartered in a Upper Peninsula of Michigan with post-transaction resources estimated during approximately $1.3 billion and sum change piece loans of approximately $1 billion. Combined deposits are approaching to sum approximately $1.1 billion. It is also approaching that mBank will arrange as a 10th largest bank headquartered in Michigan, out of 97 (ranked by sum resources of such institutions as of Sep 30, 2017, after giving outcome to a acquisition.) Upon a shutting of a transaction, Michael W. Mahler, First Federal of Northern Michigan CEO, will sojourn with mBank (at a Alpena, MI location) as EVP of Community Banking and Administration. In this position Mr. Mahler will manage company-wide sell lending and bend banking platforms, as good as tellurian resources, veteran development, and marketing. In addition, one jointly acceptable executive from FFNM will join a Mackinac and mBank boards.
“We are intensely gratified and vehement to be means to partner with another long-standing community-focused establishment in First Federal and have Mike join a Executive Leadership Team as Alpena becomes another pivotal commerce and operational heart of a organization.” pronounced Kelly W. George, mBank President and CEO. “mBank stays a protected and sound village bank, and we trust a customer-centric cultures and village bank oriented traditions of a dual organizations are really interrelated and were a pushing procedure for a multiple of a dual banks. The total classification will have a clever collateral position and well-structured change piece to offer actively contest and grow within a expanding geographic footprint along with providing accretive financial gain to a shareholders. From a whole mBank staff, management, and Board of Directors, we all demeanour brazen to operative with First Federal. We wish to assure a FFNM customers, shareholders and employees that as we pierce by to a shutting of a transaction, we will work transparently in creation a transaction as well-spoken as possible. More sum of a transaction will be stirring in a subsequent several weeks and afterwards ongoing.”
FFNM CEO, Michael W. Mahler commented on a transaction, “We trust this partnership is an glorious eventuality to emanate prolonged tenure value for FFNM shareholders and continue a clever village focused banking participation in Alpena and a other communities we serve. Further, a scale and lending boundary of a blurb banking height that Mackinac brings will mix with a clever debt height to offer a valued clients an even some-more finish banking experience. More importantly, we have spent poignant time with mBank’s care to safeguard their culture, patron use approach, joining to their employees and village concentration is unchanging with First Federal’s. We have dynamic that a business approaches are really similar. In my new purpose formed in Alpena, we am vehement to sojourn heavily concerned in a bank, a village and with a clients.”
Mackinac anticipates a transaction to be accretive to gain per share, disdainful of transaction compared costs, for 2018 of 8.0% with augmenting summation estimated of 16.0% for 2019 and 18.0% for 2020. Operating economies of scale and other total efficiencies are primarily projected to be approximately 35% and are targeted to be entirely phased in by a finish of 2018. The Tangible Book Value acquire behind for Mackinac is now approaching to be approximately 3 years or less.
“Strategically, this transaction creates clarity for us on all fronts” commented Paul D. Tobias, Chairman of Mackinac and mBank. “Our devise has been to broach loan centric banking services to communities that have both blurb and consumer opportunities and low-cost core deposits. We build a annual devise on organic expansion though have been and will continue to find out acquisitions that emanate scale and support a strategy. FFNM in Alpena and surrounding markets adds low cost deposits and a really clever debt business. More importantly we are adding peculiarity group members to assistance us govern a strategy. We demeanour brazen to operative with FFNM Board members and employees to continue FFNM’s normal support of a community.”
In closing, FFNM Board Chairman Martin Thomson commented, “Given mBank’s participation and joining to many Northern Michigan communities, businesses and residents, they are an glorious fit for a classification and patron base. We trust a identical business philosophies will outcome in a preeminent bank in Northern Michigan. The FFNM Board and Management group also trust a partnership with mBank will broach poignant value for stream FFNM shareholders and give them a eventuality to comprehend additional value in a destiny as shareholders of Mackinac Financial Corporation.”
The transaction stays theme to capitulation by FFNM and MFNC shareholders and capitulation by sovereign and state regulatory authorities as good as a compensation of other prevalent shutting conditions supposing in a partnership agreement. The partnership agreement also provides that First Federal of Northern Michigan will be combined into mBank. Mackinac was suggested by Piper Jaffray Co. and a law organisation of Honigman Miller Schwartz and Cohn LLP. FFNM was suggested by ProBank Austin and a law organisation of Shumaker, Loop Kendrick, LLP.
About Mackinac Financial Corporation
Headquartered in Manistique, Michigan, mBank is a principal auxiliary of Mackinac Financial Corporation whose common batch is traded on a NASDAQ batch marketplace as “MFNC.” With resources in additional of $980 million, a village bank empowers people and small- to medium-sized businesses with intelligent financing and repository solutions for assent of mind.
About First Federal of Northern Michigan Bancorp, Inc.
First Federal of Northern Michigan Bancorp, Inc. is a community-based financial services association with resources in additional of $320 million located in Alpena, Michigan and a primogenitor association of First Federal of Northern Michigan, a unconditionally owned auxiliary bank.
Additional Information for Shareholders
Communications in this request do not consecrate an offer to sell or a questionnaire of an offer to buy any bonds or a questionnaire of any opinion or approval. In tie with a due merger, Mackinac will record with a Securities and Exchange Commission (SEC) a Registration Statement on Form S-4 that will embody a corner Proxy Statement of FFNM and Mackinac and a Prospectus of Mackinac, as good as other germane papers concerning a due transaction. Shareholders and investors are urged to hearing a Registration Statement and a Proxy Statement/Prospectus per a partnership when it becomes accessible and any other germane papers filed with a SEC, as good as any amendments or supplements to those documents, since they will enclose critical information. A giveaway duplicate of a Proxy Statement/Prospectus (when available), as good as other filings containing information about Mackinac, might be performed during a SEC’s Internet site (http://www.sec.gov). The Proxy Statement/Prospectus (when available) and a other filings might also be performed giveaway of assign during mBank’s website during www.bankmbank.com underneath a add-on “MFNC Investor Relations,” and afterwards underneath a add-on “SEC Filings.”
The directors, executive officers, and certain other members of government and employees of Mackinac might be deemed to be participants in a questionnaire of proxies in preference of a partnership from a shareholders of FFNM. Information about a directors and executive officers of Mackinac is enclosed in a substitute matter for a 2017 annual assembly of shareholders, that was filed with a SEC on Apr 25, 2017. The directors, executive officers, and certain other members of government and employees of FFNM might also be deemed to be participants in a questionnaire of proxies in preference of a partnership from a shareholders of FFNM. Information about a directors and executive officers of FFNM and information per a interests of such participants will be enclosed in a substitute statement/prospectus and a other germane papers filed with a SEC when they turn available.
Forward-Looking Statements
This recover includes forward-looking statements within a definition of a “Safe-Harbor” supplies of a Private Securities Litigation Reform Act of 1995. These statements are indispensably theme to risk and doubt and tangible formula could differ materially from those approaching due to several factors, including those set onward from time to time in Mackinac’s filings with a SEC. Risks and uncertainties compared to Mackinac and FFNM include, though are not singular to, (1) a occurrence of any event, change or other resources that could give arise to a stop of a decisive agreement; (2) a outcome of any authorised record that might be instituted opposite Mackinac or FFNM; (3) a inability to finish a exchange contemplated by a decisive agreement due to a disaster to prove conditions to completion, including a receipt of regulatory approval; (4) risks that a due transaction might interrupt stream skeleton and operations, and a intensity problems in worker influence as a outcome of a transaction; (5) a volume of a costs, fees, waste and charges compared to a due transaction; (6) decrease in a financial condition of borrowers ensuing in poignant increases in loan waste and supplies for those losses; (7) delay of a historically low short-term seductiveness rate environment; (8) changes in loan underwriting, credit hearing or detriment haven policies compared with mercantile conditions, hearing conclusions, or regulatory developments; (9) increasing levels of non-performing and repossessed resources that might outcome in destiny losses; (10) larger than approaching decrease or miss of postulated expansion in a inhabitant or internal economies; (11) changes in state and sovereign legislation, regulations or policies germane to banks or other financial use providers, including regulatory or legislative developments, like a Dodd-Frank Wall Street Reform and Consumer Protection Act, outset out of stream unsettled conditions in a economy; (12) a formula of regulatory examinations; and (13) increasing foe with other financial institutions. You should not place undue faith on forward-looking statements, and Mackinac undertakes no requirement to refurbish any such statements to simulate resources or events that start after a date on that a forward-looking matter is made.
Contacts:
Paul D. Tobias
Chairman CEO Mackinac Financial Corporation Chairman mBank
Birmingham, MI (248) 290 – 5901
ptobias@bankmbank.com
Kelly W. George
President, Mackinac Financial Corporation President CEO, mBank
Manistique, MI (906) 341-7140
kgeorge@bankmbank.com
Michael W. Mahler
CEO, First Federal of Northern Michigan
Alpena, MI 49707 (989) 354-7319
mmahler@first-federal.com
