Under the terms of the merger agreement, each share of Centre common stock was converted into the right to receive 0.9200 of a share of Bank First common stock, plus cash in lieu of fractional shares. At announcement, the aggregate consideration was valued at approximately $174.3 million, based on Bank First's July 17, 2025 closing price of $125.78 per share. Bank First issued approximately 1,382,978 shares of its common stock to former Centre shareholders at closing. In the Form S-4/A registration statement (proxy statement/prospectus), Centre's financial advisor Hovde Group, LLC calculated a total assumed merger value of $167,958,493 (as of the July 17, 2025 signing, using a $121.22 Bank First share price), implying a Price-to-LTM Earnings Multiple of 26.3x, a Price-to-Tangible Book Value Multiple of 204.4%, and a Premium-to-Core Deposits Multiple of 7.24%, based on Centre's March 31, 2025 financials. Upon completion, Centre shareholders were expected to own approximately 12.3% of the combined company, with Bank First shareholders owning the remainder. The merger agreement includes a tangible-book-value-based adjustment mechanism to the merger consideration (Section 2.02) and a price-protection/walk-away right for Centre if Bank First's average closing stock price falls below $110.06 and underperforms the Nasdaq Bank Index by more than 12.5%, unless Bank First elects to adjust the exchange ratio.
Strategically, Bank First characterized the deal as combining "two strong community banks" with deep community roots, extending Bank First's footprint into southern Wisconsin and northern Illinois (the "Stateline" region) in what the company called its first out-of-state expansion into non-overlapping, relationship-driven markets. As of June 30, 2025, First National Bank and Trust had approximately $1.55 billion in consolidated assets, $994.9 million in gross loans, $1.29 billion in deposits, and $112.6 million in stockholders' equity; the combined company was expected to have total assets of approximately $5.91 billion. Following closing, Bank First's January 2, 2026 press release stated the combined organization operates 38 branch locations across Wisconsin and the Stateline area of Illinois with approximately $6 billion in assets. Bank First CEO Mike Molepske said, "This partnership brings together two long-standing, community-focused institutions united by a shared commitment to responsive, relationship-based banking." Centre CEO Steve Eldred said, "Joining forces with Bank First allows us to build on a legacy of trust and service while expanding opportunities to care for the communities we serve." Eldred joined the Bank First and Bank First, N.A. boards of directors following closing.
No specific dollar synergy or cost-savings figure was disclosed; the S-4/A proxy explicitly states that anticipated cost savings and revenue synergies were not incorporated into the pro forma financial adjustments, and the pro forma combined financial statements filed as Exhibit 99.3 to the 8-K/A (filed March 16, 2026) likewise exclude integration costs or synergy benefits. No EPS accretion/dilution percentage or tangible book value earnback period was disclosed in the reviewed filings, though the proxy notes Bank First's board considered "projected potential accretion to earnings per share and the projected payback period of the estimated decrease in tangible book value" in its own (unquantified, in the public filings reviewed) deliberations.
According to the "Background of the Merger" section of the S-4/A, Centre and Bank First's relationship began in 2020 through loan participations, with exploratory discussions beginning in earnest in January 2025 and a formal non-binding indication of interest delivered by Bank First on May 23, 2025 (valuing Centre at $141-144 million). The price was negotiated upward through a June 7, 2025 revised offer (0.9200 exchange ratio, $155.5 million) before the parties signed the definitive agreement on July 17, 2025. The process was a bilateral negotiation; the proxy does not describe a competitive auction or other bidders. Centre's board received a fairness opinion from Hovde Group, LLC, dated July 17, 2025, and Bank First's board received a financial analysis from Piper Sandler & Co. on July 15, 2025.
The merger agreement provided for a termination fee of $5,300,000 (calculated in the agreement as $5,038,755 based on Bank First's July 16, 2025 closing price, though the proxy summary states the fee as $5,300,000) payable by Centre to Bank First under specified circumstances, including a change in board recommendation or acceptance of a superior proposal. Required regulatory approvals included the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency (for the bank-level merger of First National Bank into Bank First, N.A.), and the Wisconsin Department of Financial Institutions, in addition to approval by Centre's shareholders; Bank First filed its Bank Holding Company Act notification for the acquisition on August 15, 2025. The transaction was structured to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.
Piper Sandler & Co. served as financial advisor to Bank First, and Alston & Bird LLP served as legal counsel to Bank First. Hovde Group, LLC served as financial advisor to Centre, and Barack Ferrazzano Kirschbaum & Nagelberg LLP served as legal counsel to Centre, confirmed in both the July 18, 2025 announcement press release and the January 2, 2026 closing press release.