Customers Bancorp, Inc. (NYSE: CUBI), the parent company of
Customers Bank and its operating division BankMobile (collectively
“Customers”), today announced that its Board of Directors has set
December 18, 2020 as the record date for the previously announced
conditional special distribution to be made to Customers Bancorp
shareholders in connection with the pending transaction between
Customers and Megalith Financial Acquisition Corp. (“Megalith”). At
10:00 AM EST on Friday, December 11, 2020, there will be a special
webcast for investors and analysts. Registration information and
other details are provided later in this release.
As previously announced, Megalith, MFAC Merger Sub Inc. (“Merger
Sub”), Customers Bancorp, Customers Bank and BankMobile
Technologies, Inc., (“BankMobile”) are parties to an Agreement and
Plan of Merger (as amended to date, the “Merger Agreement”)
providing for the merger of BankMobile with and into Merger Sub
(the “Merger”), with Merger Sub surviving the Merger as a
wholly-owned subsidiary of Megalith. It is expected that Megalith,
upon the closing of the Merger, will change its name to “BM
Technologies, Inc.” and trade under the symbol BMTX.
Commenting on the divestiture, Jay Sidhu, Customers Bancorp
Chairman and CEO stated, “We are extremely pleased to be able to
reward all of our shareholders as of the record date with shares in
this new independent company called BM Technologies (NYSE: BMTX)
through a special distribution.” The consideration payable by
Megalith upon closing of the Merger consists of a combination of
cash and shares of Megalith common stock. The Megalith common stock
comprising the shares portion of the Merger consideration will be
distributed to Customers Bancorp shareholders holding shares as of
the record date as a special distribution, less shares that will be
issued to certain BankMobile team members and to a third-party as
payment for certain transaction-related expenses. The distribution
is contingent on the closing of the Merger – Customers Bancorp
shareholders will only receive shares in the distribution if the
Merger is completed. Closing of the Merger is subject to a number
of conditions, including approval of Megalith stockholders of the
Merger and certain related matters and receipt of regulatory
approval. Megalith has scheduled a special meeting of its
stockholders on December 21, 2020 to consider and approve the
Merger and those related matters.
The aggregate number of shares issuable by Megalith pursuant to
the Merger will not be able to be determined until the closing of
the Merger. Customers Bancorp cannot assure shareholders that all
of the conditions to closing of the Merger will be met or the
number of shares of Megalith common stock Customers Bancorp
shareholders will receive. Customers Bancorp currently expects that
each share of Customers Bancorp common stock will be entitled to
receive between 0.11 and 0.14 shares of Megalith common stock
provided that no fractional shares will be issued and each
distribution will be rounded to the nearest whole share. Customers
Bancorp expects the Merger to be completed promptly after all of
the conditions to closing have been met. However, because the
timing of the closing is currently uncertain, Customers Bancorp has
not yet set a payment date for the distribution of the shares of
Megalith common stock. Customers Bancorp will publicly announce the
payment date once the payment date has been determined.
Transfer Restrictions
The shares of Megalith that Customers Bancorp shareholders
receive in the distribution will not be immediately tradeable
following the completion of the distribution. The shares will be
subject to a lock-up period that begins on the closing date of the
Merger and ends on the earliest to occur of (i) the date that is 12
months from the closing date, (ii) the date following the closing
on which Megalith completes a liquidation, merger, share exchange
or other similar transaction with an unaffiliated third party and
(iii) the date on which the closing sale price of the common stock
of Megalith equals or exceeds $12.00 per share (adjusted for stock
splits, stock dividends, reorganizations, recapitalizations and
similar events) for any 20 trading days within any 30 trading day
period beginning at least 150 days following the closing.
Certain Tax Matters
The distribution of the shares of Megalith to Customers Bancorp
shareholders will be taxable to Customers Bancorp shareholders as a
qualified dividend to the extent of Customers Bancorp’s current and
accumulated earning and profits. It is expected that Customers
Bancorp will have sufficient current and accumulated earnings and
profits to cause 100 percent of the value of the shares received by
Customers Bancorp shareholders to be treated as a qualified
dividend to Customers Bancorp shareholders. A qualified dividend is
subject to U.S. federal income tax at a maximum rate of 20 percent
under current tax law. Qualified dividends are also subject to
applicable state and local income taxes. “We suggest all CUBI
shareholders consult with their tax advisors for questions
regarding taxes,” stated Carla Leibold, Customers Bancorp, CFO.
Special Webcast
Customers Bancorp has scheduled a webcast with investors and
analysts for Friday, December 11, 2020 at 10 a.m. EST. The
BankMobile Management team will make a presentation on that call
and answer any questions. Customers Bancorp stock closed at $18.84
on Tuesday, December 8, 2020 and is trading at only 73% of tangible
book value as of September 30, 2020 and approximately 4.7x
consensus 2021 earnings.
Register online for the webcast at:
https://event.on24.com/wcc/r/2922293/D184BC40F18D6B01AC9DEC30122964FF.
The live webcast and on-demand replay will be made available for
registrants at
https://www.customersbank.com/investor-relations/.
No Offer or Solicitation
This press release is intended to provide information to
Customers Bancorp shareholders regarding the conditional special
distribution and is not an offer to sell or the solicitation of an
offer to buy any securities pursuant to the Merger or otherwise and
is not meant to constitute a solicitation of any proxy from, or
request for or recommendation of any action by, any Megalith
stockholder.
Institutional Background
Customers Bancorp, Inc. is a bank holding company located in
West Reading, Pennsylvania engaged in banking and related
businesses through its bank subsidiary, Customers Bank. Customers
Bank is a community-based, full-service bank with assets of
approximately $18.8 billion at September 30, 2020. A member of the
Federal Reserve System with deposits insured by the Federal Deposit
Insurance Corporation, Customers Bank is an equal opportunity
lender that provides a range of banking services to small and
medium-sized businesses, professionals, individuals and families
through offices in Pennsylvania, Illinois, New York, Rhode Island,
Massachusetts, New Hampshire and New Jersey. Committed to fostering
customer loyalty, Customers Bank uses a High Tech/High Touch
strategy that includes use of industry-leading technology to
provide customers better access to their money, as well as
Concierge Banking® by appointment at customers’ homes or offices 12
hours a day, seven days a week. Customers Bank offers a continually
expanding portfolio of loans to small businesses, multi-family
projects, mortgage companies and consumers.
Customers Bancorp, Inc.'s voting common shares are listed on the
New York Stock Exchange under the symbol CUBI. Additional
information about Customers Bancorp, Inc. can be found on the
Company’s website, www.customersbank.com.
“Safe Harbor” Statement
In addition to historical information, this press release may
contain “forward-looking statements” within the meaning of the
“safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include
statements with respect to Customers Bancorp, Inc.’s strategies,
goals, beliefs, expectations, estimates, intentions, capital
raising efforts, financial condition and results of operations,
future performance and business. Statements preceded by, followed
by, or that include the words “may,” “could,” “should,” “pro
forma,” “looking forward,” “would,” “believe,” “expect,”
“anticipate,” “estimate,” “intend,” “plan,” or similar expressions
generally indicate a forward-looking statement. These
forward-looking statements involve risks and uncertainties that are
subject to change based on various important factors (some of
which, in whole or in part, are beyond Customers Bancorp, Inc.’s
control). Numerous competitive, economic, regulatory, legal and
technological events and factors, among others, could cause
Customers Bancorp, Inc.’s financial performance to differ
materially from the goals, plans, objectives, intentions and
expectations expressed in such forward-looking statements,
including: the adverse impact on the U.S. economy, including the
markets in which we operate, of the coronavirus outbreak, and the
impact of a slowing U.S. economy and increased unemployment on the
performance of our loan and lease portfolio, the market value of
our investment securities, the demand for our products and services
and the availability of sources of funding; the effects of actions
by the federal government, including the Board of Governors of the
Federal Reserve System and other government agencies, that effect
market interest rates and the money supply; actions that we and our
customers take in response to these developments and the effects
such actions have on our operations, products, services and
customer relationships; the effects of changes in accounting
standards or policies, including Accounting Standards Update
("ASU") 2016-13, Financial Instruments—Credit Losses ("CECL"); and,
our ability to divest BankMobile on terms and conditions acceptable
to us, in the timeframe we currently intend, and the possible
effects on our business and results of operations of a divestiture
of BankMobile or if we are unable to divest BankMobile for an
extended period of time. Customers Bancorp, Inc. cautions that the
foregoing factors are not exclusive, and neither such factors nor
any such forward-looking statement takes into account the impact of
any future events. All forward-looking statements and information
set forth herein are based on management’s current beliefs and
assumptions as of the date hereof and speak only as of the date
they are made. For a more complete discussion of the assumptions,
risks and uncertainties related to our business, you are encouraged
to review Customers Bancorp, Inc.’s filings with the Securities and
Exchange Commission, including its most recent annual report on
Form 10-K for the year ended December 31, 2019, subsequently filed
quarterly reports on Form 10-Q and current reports on Form 8-K,
including any amendments thereto, that update or provide
information in addition to the information included in the Form
10-K and Form 10-Q filings, if any. Customers Bancorp, Inc. does
not undertake to update any forward-looking statement whether
written or oral, that may be made from time to time by Customers
Bancorp, Inc. or by or on behalf of Customers Bank, except as may
be required under applicable law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201209005611/en/
Jay Sidhu, Chairman & CEO 610-935-8693 Richard Ehst,
President & COO 610-917-3263 Carla Leibold, CFO
484-923-8802
Customers Bancorp (NYSE:CUBI)
Historical Stock Chart
From Jul 2024 to Aug 2024
Customers Bancorp (NYSE:CUBI)
Historical Stock Chart
From Aug 2023 to Aug 2024