BFST - BUSINESS FIRST Bancshares INC. to acquire OAKWOOD BANCSHARES INC. AND OAKWOOD BANK | Benzinga
BATON ROUGE, La., April 25, 2024 (GLOBE NEWSWIRE) -- Business First Bancshares, Inc. (NASDAQ:BFST) ("Business First" or the "Company"), the holding company for b1BANK, today announced that it entered into a definitive agreement to acquire Oakwood Bancshares, Inc. and its wholly-owned bank subsidiary, Oakwood Bank (together, Oakwood), in an all-stock transaction for total consideration value of approximately $85.7 million based on the Company's closing price of $21.57 per share on April 22, 2024.
Once completed, it is expected that the acquisition would increase the Company's consolidated total assets to approximately $7.4 billion, with over $5.6 billion in consolidated total loans. As of December 31, 2023, Oakwood Bank reported total assets of $843 million, total deposits of $732 million and total equity capital of $90.7 million. As a result of the proposed transaction, b1BANK will add four full-service banking centers in Dallas, one full-service banking center in Oakwood, Texas and one full-service banking center in Snyder, Texas. As a result of the proposed transaction, it is anticipated that b1BANK will increase the percentage of Texas loans in its portfolio from 37.1% to 44.4% and the percentage of Texas deposits in its portfolio from 19.3% to 30.6%.
Jude Melville, acting chairman, president and chief executive officer of Business First, stated, "Expansion in the Dallas market has been a successful focus of b1BANK for a number of years. We believe the proposed transaction with Oakwood is an effective and efficient way to deepen our customer, employee, and shareholder bases in what is arguably one of America's strongest markets. Oakwood and b1 share similar community-oriented cultures and values and we look forward to the combination of our respective franchises strengthening our North Texas platform."
Roy J. Salley, chairman and chief executive officer of Oakwood Bank, added, "We are excited about the opportunity to bring Business First and Oakwood together. The transaction will accelerate our ability to grow within the Dallas market and creates an exciting opportunity for our shareholders and employees. The Oakwood board of directors believes Business First is well positioned and has significant upside opportunity through stock price appreciation. The Business First platform will allow Oakwood to better serve its existing customers and communities, as well as expand into other product offerings. We admire the historical success of Jude Melville and the b1BANK team and look forward to working together."
Under the terms of the proposed transaction, Business First will issue 3,973,469 shares of its common stock, subject to adjustment pursuant to the terms of the definitive agreement, and will pay cash in lieu of fractional shares, to the shareholders of Oakwood. Following the completion of the proposed transaction, former Oakwood shareholders will own approximately 13.5 percent of the combined company. The boards of directors of Business First and Oakwood have each unanimously approved the proposed transaction. The directors and officers of Oakwood have entered into agreements with Business First pursuant to which they have agreed to vote their shares of Oakwood common stock in favor of the proposed transaction. The proposed transaction is expected to close in the fourth quarter of 2024, subject to the satisfaction of customary closing conditions, including the receipt of regulatory approvals and the approval of Oakwood's shareholders.
Upon completion of the proposed transaction, Roy J. Salley, chairman and chief executive officer of Oakwood Bank, will join b1BANK as regional chairman, Dallas. Additionally, upon completion of the proposed transaction, William G. Hall, chairman of Oakwood Bancshares, Inc., will be appointed to the boards of directors of Business First and b1BANK.
Raymond James & Associates, Inc. rendered a fairness opinion to Business First, and Hunton Andrews Kurth LLP served as legal counsel to Business First. Stephens Inc. served as exclusive financial advisor for and rendered a fairness opinion to Oakwood, and Norton Rose Fulbright US, LLP served as legal counsel to Oakwood.
For additional information regarding the proposed transaction, an Investor Presentation has been filed with the U.S. Security and Exchange Commission (SEC) and may be accessed, at no charge, on the SEC's website at www.sec.gov and at Business First's website at www.b1BANK.com.
About Business First Bancshares, Inc.
As of March 31, 2024, Business First Bancshares, Inc., (NASDAQ:BFST) through its banking subsidiary b1BANK, has $6.7 billion in assets, $6.1 billion in assets under management through b1BANK's affiliate Smith Shellnut ...