ChoiceOne Financial Services, Inc. (OTC: COFS), the parent company of ChoiceOne Bank, and County Bank Corp. (OTC: CBNC), the parent company of Lakestone Bank & Trust, announced the signing of a merger agreement pursuant to which County will combine with ChoiceOne in a strategic merger of equals.
The combination will create an approximately $1.3 billion-asset bank holding company with 28 offices in West and Southeastern Michigan making it the 12th largest bank holding company in Michigan based on asset size. The transaction is expected to close in the second half of 2019, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals and approval by the shareholders of each company. ChoiceOne Bank and Lakestone Bank & Trust are expected to consolidate in the second quarter of 2020.
Under the terms of the merger agreement, which was approved by the boards of directors of both companies, County shareholders will receive 2.0632 shares of ChoiceOne common stock for each outstanding share of County common stock. As part of completing the transaction, it is expected that ChoiceOne will declare and pay a special dividend of $0.60 per share to ChoiceOne shareholders. The transaction is valued at approximately $50.96 per share of County common stock, or approximately $89 million in the aggregate, based on the closing price of ChoiceOne’s common stock of $24.70 on March 22, 2019. Upon completion of the transaction, ChoiceOne shareholders will own approximately 50.1% and County shareholders will own approximately 49.9% of the combined company, excluding outstanding ChoiceOne stock options and restricted stock units.
ChoiceOne Financial Services, Inc. is a financial holding company headquartered in Sparta, Michigan with total assets of approximately $671 million. ChoiceOne is the parent corporation of ChoiceOne Bank. ChoiceOne Bank operates 14 full-service offices in parts of Kent, Ottawa, Muskegon, and Newaygo Counties. ChoiceOne Bank offers insurance and investment products through its subsidiary, ChoiceOne Insurance Agencies, Inc.
In connection with the merger, Warner Norcross + Judd LLP served as legal counsel to ChoiceOne, and ProBank Austin served as ChoiceOne’s financial advisor.
The Warner transaction team was led by Jeffrey Ott (corporate) and Charlie Goode (corporate) and included the following attorneys: Emily Cantor (corporate), Sean Cook (tax), Sarah Harper (corporate), Angelyn Justian (employee benefits), Norbert Kugele (employee benefits), Rodney Martin (banking), Justin Stemple (employee benefits) and Karen VanderWerff (labor and employment).
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