Form 425 - Prospectuses and communications, business combinations
November 27 2023 - 5:16PM
Edgar (US Regulatory)
Filed by First Busey Corporation
Pursuant to Rule 425 under the Securities Act
of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Merchants and Manufacturers Bank
Corporation
Commission File Number: 0-15950
Fields Announcement Email | VAD to All Busey Associates
Date: Monday, November 27, 2023 l ~4:00 pm CT
To: ^^^Everyone
From: Van Dukeman
Subject: First Busey Corporation Announces Acquisition of Merchants
and Manufacturers Bank Corporation and Merchants and Manufacturers (M&M) Bank
Attachments: Busey’s Internal Core Rationale and Key Talking Points
Busey Associates-
I am pleased to announce First Busey signed a definitive agreement
to acquire Merchants and Manufacturers Bank Corporation, the holding company for Merchants and Manufacturers (M&M) Bank—comprised
of five locations in Illinois’ Will and DuPage Counties.
A partnership between Busey and M&M offers:
| · | The addition of M&M’s Life Equity Loan®
products to Busey’s existing suite of services. This unique line of business is an attractive channel for additional loan growth
and allows Busey the opportunity to continue growing throughout our Chicagoland footprint and nationwide. |
| · | Provides clients a convenient way to borrow through M&M’s
Life Equity Loan® products that uses the cash surrender value of their life insurance policies as collateral. Currently,
M&M’s Life Equity Loans® represent 55% of their total loan balances. |
| · | Significantly enhanced M&M offerings, as well as expanded
Busey presence in DuPage and Will Counties. With this partnership, our deposit market share in DuPage and Will Counties improves to #4
while our share in the Chicago MSA improves to #8 (based on 6.30.23 data and excluding large financial institutions with $100 billion+
in assets). |
| · | Combined $12.7 billion in total assets; $8.3 billion in gross
loans; $10.7 billion in total deposits and wealth assets under care of $11.5 billion. |
| · | A total of more than 60 full-service locations: 21 in Central
Illinois, 18 in suburban Chicago, 20 in the Gateway region, three in Southwest Florida and one in Indiana. |
Additionally, you’ll find the following resources attached to
this communication:
| · | The complete rationale behind our strategic partnership with
M&M—including a link to today’s press release announcement for further details. |
| · | Key talking points for customers and community members—these
were created to help M&M team members in upcoming conversations; we realize Busey associates may receive questions as well. |
On behalf of Busey’s leadership team, I hope you’ll join
in our excitement about this partnership. Thank you for your support of our continued growth as we unite another customer- and community-centric
organization—offering significant growth possibilities for the combined associate and shareholder base in support of the customers
and communities we serve.
Kindest regards,
Van
Special
Note Concerning Forward-Looking Statements
This
document may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect
to the financial condition, results of operations, plans, objectives, future performance and business of First Busey Corporation (“Busey”)
and Merchants and Manufacturers Bank Corporation (“Merchants”). Forward-looking statements, which may be based upon beliefs,
expectations and assumptions of Busey’s and Merchants’ management and on information currently available to management, are
generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,”
“intend,” “estimate,” “may,” “will,” “would,” “could,” “should”
or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the
date they are made, and neither Busey nor Merchants undertakes any obligation to update any statement in light of new information or
future events. A number of factors, many of which are beyond the ability of Busey and Merchants to control or predict, could cause actual
results to differ materially from those in any forward-looking statements. These factors include, among others, the following: (i) the
possibility that any of the anticipated benefits of the proposed transaction between Busey and Merchants will not be realized or will
not be realized within the expected time period; (ii) the risk that integration of operations of Merchants with those of Busey will be
materially delayed or will be more costly or difficult than expected; (iii) the inability to complete the proposed transaction due to
the failure of the required approval of Merchants’ stockholders; (iv) the failure to satisfy other conditions to completion of
the proposed transaction, including receipt of required regulatory and other approvals; (v) the failure of the proposed transaction to
close for any other reason; (vi) the effect of the announcement of the transaction on customer relationships and operating results; (vii)
the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors
or events; (viii) the strength of the local, state, national, and international economy (including effects of inflationary pressures
and supply chain constraints); (ix) the economic impact of any future terrorist threats or attacks, widespread disease or pandemics (including
the Coronavirus Disease 2019 pandemic), or other adverse external events that could cause economic deterioration or instability in credit
markets (including Russia’s invasion of Ukraine and the Israeli-Palestinian conflict); (x) changes in state and federal laws, regulations,
and governmental policies concerning Busey’s or Merchants’ general business (including changes in response to the recent
failures of other banks); (xi) changes in accounting policies and practices; (xii) changes in interest rates and prepayment rates of
Busey’s or Merchants’ assets (including the impact of the London Interbank Offered Rate phase-out and the recent and potential
additional rate increases by the Federal Reserve); (xiii) increased competition in the financial services sector (including from non-bank
competitors such as credit unions and fintech companies) and the inability to attract new customers; (xiv) changes in technology and
the ability to develop and maintain secure and reliable electronic systems; (xv) the loss of key executives or associates; (xvi) changes
in consumer spending; (xvii) unexpected results of acquisitions, including the acquisition of Merchants and the performance of Merchants’
life equity loan business; (xviii) unexpected outcomes of existing or new litigation involving Busey or Merchants; (xix) fluctuations
in the value of securities held in Busey’s or Merchants’ securities portfolio; (xx) concentrations within Busey’s or
Merchants’ loan portfolio, large loans to certain borrowers, and large deposits from certain clients; (xxi) the concentration of
large deposits from certain clients who have balances above current FDIC insurance limits and may withdraw deposits to diversify their
exposure; (xxii) the level of non-performing assets on Busey’s or Merchants’ balance sheets; (xxiii) interruptions involving
information technology and communications systems or third-party servicers; (xxiv) breaches or failures of information security controls
or cybersecurity-related incidents; and (xxv) the economic impact of exceptional weather occurrences such as tornadoes, hurricanes, floods,
blizzards, and droughts. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance
should not be placed on such statements. Additional information concerning Busey and its business, including additional factors that
could materially affect Busey’s financial results, are included in Busey’s filings with the Securities and Exchange Commission
(“SEC”).
Additional
Information
Busey
will file a registration statement on Form S-4 with the SEC in connection with the proposed transaction. The registration statement will
include a proxy statement of Merchants that also constitutes a prospectus of Busey, which will be sent to the stockholders of Merchants.
Merchants’ stockholders are advised to read the proxy statement/prospectus when it becomes available because it will contain important
information about Busey, Merchants and the proposed transaction. When filed, this document and other documents relating to the proposed
transaction filed by Busey and Merchants can be obtained free of charge from the SEC’s website at www.sec.gov.
These
documents also can be obtained free of charge by accessing Busey’ website at www.busey.com under the tab “Investors Relations”
and then under “SEC Filings.” Alternatively, these documents, when available, can be obtained free of charge from Busey upon
written request to First Busey Corporation, Attention: Corporate Secretary, 100 W. University Avenue, Champaign, Illinois 61820 or by
calling (217) 365-4630, or from Merchants, upon written request to Merchants and Manufacturers Bank Corporation, Attention: Brad Butler,
25140 W. Channon Dr., P.O. Box 200, Channahon, Illinois 60410 or by calling (630) 575-9700.
This
document shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration
or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants
in this Transaction
Busey,
Merchants and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies
from stockholders in connection with the proposed transaction under the rules of the SEC. Information about these participants may be
found in the definitive proxy statement of Busey relating to its 2023 Annual Meeting of Stockholders filed with the SEC on April 14,
2023. This definitive proxy statement can be obtained free of charge from the sources indicated above. Additional information regarding
the interests of these participants will also be included in the proxy statement/prospectus regarding the proposed transaction when it
becomes available.
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