Customers Bancorp, Inc. (NYSE: CUBI), the parent company of
Customers Bank (collectively “Customers”), is pleased to announce
that it has completed its planned divestiture of its BankMobile
business.
As previously announced, Megalith Financial Acquisition Corp.
(“Megalith”), MFAC Merger Sub Inc. (“Merger Sub”), Customers
Bancorp, Customers Bank and BankMobile Technologies, Inc., a
wholly-owned subsidiary of Customers Bank (“BankMobile”) had
entered into an Agreement and Plan of Merger (as amended to date,
the “Merger Agreement”), which provided 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. The
Merger closed on January 4, 2021 (the "Merger Closing Date"). In
connection with the closing of the Merger, Megalith is changing its
name to “BM Technologies, Inc.” (“BMT”) and will trade under the
symbol BMTX starting Wednesday, January 6, 2021.
Upon closing of the Merger, Customers received cash
consideration of $23.1 million and holders of Customers common
stock who held their Customers shares as of the close of business
on December 18, 2020 became entitled to receive an aggregate of
4,876,387 shares of BMT's common stock, representing approximately
41% of the outstanding common stock of BMT. Each holder of
Customers common stock is entitled to receive 0.15389 shares of BMT
common stock for each share of Customers common stock held as of
the close of business on December 18, 2020. No fractional shares of
BMT common stock will be issued; fractional share otherwise
issuable will be rounded to the nearest whole share.
On December 9, 2020, Customers announced that its Board of
Directors had set December 18, 2020 as the record date for the
conditional special distribution, comprised of the shares of BMT
common stock to be issued on closing of the Merger. At that time,
because the closing date of the Merger was uncertain, the Board of
Directors did not set a payment date for the payment of the
conditional special distribution. The Board of Directors has now
declared that the payment date for the conditional special dividend
is January 4, 2021.
“We are delighted to be able to distribute stock to CUBI
shareholders in a fast-growing fintech company that was incubated
in Customers Bancorp that has and is expected to continue to
provide significant shareholder return. BMT is one of the largest
digital banking platforms in the United States and is very well
positioned to take advantage of the positive digital banking trends
sweeping the nation,” stated Jay Sidhu, Customers Bancorp’s
Chairman and CEO.
The BMT shares received by Customers Bancorp shareholders are
subject to certain transfer restrictions and are not immediately
tradeable. The shares are subject to a lock-up period beginning on
the Merger Closing Date and ending 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 BMT 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 BMT equals or exceeds $12.00 per share (as
adjusted, in certain circumstances) for any 20 trading days within
any 30 trading day period beginning at least 150 days following the
closing.
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.
Corporate Overview
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, a
full-service bank with $18.8 billion in assets as of 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 and
lending services to small and medium-sized businesses,
professionals, individuals and families. Services and products are
available wherever permitted by law through digital-first apps,
online portals, and a network of offices and branches. Customers
Bancorp, Inc.’s voting common shares are listed on the New York
Stock Exchange under the symbol CUBI.
“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; and the effects of changes in accounting
standards or policies, including Accounting Standards Update
("ASU") 2016-13, Financial Instruments—Credit Losses ("CECL").
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20210105005588/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)
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