Under the terms of the Agreement and Plan of Reorganization, First IC shareholders were entitled to receive 3,384,588 shares of MetroCity common stock and $111,965,213 in cash in the aggregate, subject to adjustment, representing approximately 46 percent stock and 54 percent cash. Based on MetroCity's closing price of $27.78 on March 14, 2025, the implied purchase price was $22.71 per First IC share and the aggregate transaction value was approximately $206 million. At closing, the final exchange ratio was fixed at 0.3729 MetroCity shares plus $12.19 in cash for each First IC share (cash paid in lieu of fractional shares), and First IC shareholders ultimately received an aggregate of 3,384,381 MetroCity shares and approximately $110.6 million in cash. Holders of First IC stock options were cashed out. The stock portion was registered on a Form S-4 (File No. 333-287567) filed May 23, 2025 and declared effective June 6, 2025.
Chong Chun, Chairman of First IC Corporation, said: "First IC Corporation and its wholly owned subsidiary, First IC Bank, are thrilled to announce the merger with MetroCity. We have been competitors and admirers of the MetroCity franchise for many years and combining our two organizations will create a stronger banking institution for our customers, employees and communities." Nack Paek, MetroCity's Chairman and CEO, said: "We too have long competed with and admired the First IC franchise and are excited about combining our two organizations. The combined bank will have the capacity to service our customers better, offer enhanced opportunities for our employees and continue offering excellent returns to our shareholders." The investor presentation cited similar business models, geographic proximity (First IC is headquartered near MetroCity) and familiarity between the two companies' employees as rationale for mitigating integration risk, alongside a history of strong asset quality and earnings at both banks.
At signing, First IC had approximately $1.2 billion in total assets, $975 million in deposits and $993 million in loans as of December 31, 2024. The pro forma combined company was expected to have approximately $4.8 billion in assets, $3.7 billion in deposits and $4.1 billion in loans; following completion, MetroCity reported approximately $4.8 billion in total assets, $4.0 billion in total loans, $3.6 billion in total deposits and 30 full-service branches plus two loan production offices across Alabama, California, Florida, Georgia, New Jersey, New York, Texas and Virginia. Estimated pro forma ownership at close was approximately 88.4 percent MetroCity and 11.6 percent First IC shareholders.
Per the investor presentation, pricing metrics at announcement implied a price-to-tangible-book-value ratio of 146 percent, a price-to-last-twelve-months EPS multiple of 8.3x, and a price-to-2025-estimated-EPS multiple of 8.9x, with a pay-to-trade ratio of approximately 26 percent and an internal rate of return of approximately 24 percent. The deal was expected to deliver approximately 26 percent EPS accretion to MetroCity shareholders in the first full year including fully phased-in cost savings, with an estimated tangible book value dilution at close of approximately 11 percent and a tangible book value earnback period of approximately 2.4 years. A detailed reconciliation in the presentation showed 2026 estimated pro forma net income of $101.3 million (versus $70.8 million MetroCity standalone consensus and $23.6 million First IC management estimate), pro forma EPS of $3.48 versus $2.75 standalone, equating to EPS accretion of $0.73 per share, or 26.4 percent. A separate tangible book value dilution reconciliation showed MetroCity's pro forma tangible book value per share falling from $17.92 to $15.89, a dilution of $2.03 per share or 11.3 percent, driven by $80.3 million of goodwill and core deposit intangibles created against $206.0 million of aggregate merger consideration.
MetroCity disclosed anticipated pre-tax cost savings equal to 37 percent of First IC's non-interest expense base, phased in at 10 percent in 2025, 80 percent in 2026, and 100 percent thereafter. The deal also assumed $14.9 million of after-tax transaction costs, a gross credit mark of $12.7 million (1.2 percent of First IC's gross loans), of which 70 percent ($9.6 million) was allocated to non-PCD loans and amortized over four years, an $8.9 million CECL reserve for non-PCD loans, a $10.2 million loan interest rate mark (1.0 percent of gross loans) amortized over four years, elimination of a $3.3 million AOCI balance, and an $18.3 million core deposit intangible amortized over ten years using the sum-of-the-years'-digits method.
Hillworth Bank Partners served as financial advisor to MetroCity and rendered a fairness opinion to its board of directors; Hunton Andrews Kurth LLP served as MetroCity's legal counsel. Stephens Inc. served as financial advisor to First IC and rendered a fairness opinion to its board of directors; Alston & Bird LLP served as First IC's legal counsel.
Closing was subject to approval by First IC shareholders and receipt of required regulatory approvals from the Federal Reserve, the FDIC, and the Georgia Department of Banking and Finance, without a "Materially Burdensome Regulatory Condition," as well as effectiveness of the Form S-4 and Nasdaq listing of the shares. The agreement specified a termination fee of $8,239,563 payable by First IC under certain circumstances, and included a reciprocal walk-away collar: if MetroCity's average closing stock price fell below 80 percent of its pre-signing average and MetroCity stock underperformed the KBW Regional Bank Index by more than 20 percent, First IC could terminate unless MetroCity elected to increase the merger consideration. In connection with signing, FIEB directors and officers holding approximately 25 percent of First IC's outstanding shares entered into voting agreements to support the deal, and non-executive First IC directors signed director support agreements with two-year post-closing restrictive covenants.
On November 14, 2025, MetroCity and First IC announced that all required regulatory approvals and non-objections, as well as First IC shareholder approval, had been obtained, and that the merger was expected to close on December 1, 2025. The merger closed as planned after the close of business on December 1, 2025: First IC Corporation merged with and into MetroCity Bankshares, with MetroCity as the surviving corporation, and First IC Bank then merged with and into Metro City Bank. MetroCity filed an 8-K/A on February 12, 2026 containing First IC's historical audited financial statements for 2022-2024 and unaudited financials through September 30, 2025, along with unaudited pro forma condensed combined financial statements for the nine months ended September 30, 2025 and the year ended December 31, 2024.