Upon closing of the deal, the combined company is expected to have around $6.2bn in assets, $4.9bn in loans and $5.3bn in deposits, based on current estimates
CrossFirst Bank (CFB Bank), a subsidiary of CrossFirst Bankshares, is set to acquire Farmers & Stockmens Bank (F&S Bank), a subsidiary of Central Bancorp, in an all-cash transaction.
Under the terms of the merger agreement, F&S shareholders are expected to receive an average consideration of around $75m in cash, upon closing.
The deal does not include Central Bancorp’s wealth management units, The Corundum Group and Corundum Trust Company.
The agreement was unanimously approved by the Board of Directors of both the holding companies and their bank subsidiaries.
In addition, the parties have signed a voting agreement with certain F&S Bank and Central directors and executive officers to vote in favour of the transaction, as shareholders.
The acquisition is expected to close in the second half of this year, subject to approval by Central shareholders and bank regulatory authorities, along with other customary closing conditions.
CrossFirst president and chief executive officer Mike Maddox said: “We are thrilled to welcome Farmers & Stockmens and Central Bank & Trust clients and employees to our CrossFirst team.
“This transaction represents an exciting milestone for our company, allowing us to enter new, dynamic markets, and expand our capabilities by partnering with an impressive team of bankers.
“We have tremendous respect for the Farmers & Stockmens and Central Bank & Trust management teams and are confident this combination will create extraordinary value for our stockholders, our clients, our employees, and our communities.”
F&S Bank currently operates Central Bank & Trust branches in Denver and Colorado Springs, and Farmers & Stockmens Bank branches in New Mexico.
Through the merger, CrossFirst aims to incorporate both F&S Bank’s SBA and agricultural lending capabilities into its current platform, while reinforcing its private banking business.
Upon closing, the acquisition is expected to enhance the scope and footprint of the CrossFirst franchise, and help expand in the Colorado and New Mexico markets.
The combined company will have around $6.2bn in assets, $4.9bn in loans and $5.3bn in deposits, with banking operations in Kansas, Oklahoma, Texas, Missouri, Colorado, New Mexico and Arizona.
Keefe, Bruyette & Woods, A Stifel Company served as financial advisor and Stinson as legal counsel to CrossFirst, while Piper Sandler & Co. served as financial advisor and Otteson Shapiro as legal counsel to Central, on the transaction.
F&S Bank chief executive officer Scott Page said: “We are delighted to join a bank that shares our cultural values and commitment to its clients as we embark on this next chapter for Farmers & Stockmens Bank.
“We have built a successful and differentiated franchise in our local communities, and this combination will provide our clients with the full breadth of CrossFirst’s comprehensive set of products, services and systems.”