Item
1.01. Entry into a Material Definitive Agreement
On
June 28, 2022, Landmark Bancorp, Inc., a Delaware corporation (“Landmark”), entered into an Agreement and Plan of Merger
with LARK Investment Corporation, a Delaware corporation, its wholly-owned subsidiary (“Acquisition Sub”), and Freedom Bancshares,
Inc., a Kansas corporation (“Freedom”) (the “Agreement”). Pursuant to the terms of the Agreement, Freedom will
merge with and into Acquisition Sub, with Freedom as the surviving corporation (the “Merger”).
It
is anticipated that Freedom Bank, Freedom’s wholly-owned bank subsidiary (“Freedom Bank”), will be merged with and
into Landmark National Bank, Landmark’s wholly-owned bank subsidiary, concurrently with or shortly following the completion of
the holding company merger. At the time of the bank merger, Freedom Bank’s banking office will become a branch of Landmark National
Bank.
The
Agreement provides for an all-cash transaction of $33,350,000, subject to certain adjustments, for all of the shares of Freedom, as set
forth in the Agreement attached as an exhibit hereto. The Agreement has been unanimously approved by the boards of directors of both
companies and is subject to the approval of Freedom’s stockholders and regulatory agencies. The transaction is expected to close
in the fourth quarter of 2022.
The
Agreement contains customary representations and warranties of both parties and customary conditions to the parties’ obligations
to close the transaction, as well as agreements to cooperate in the process of consummating the transaction. The Agreement also contains
provisions limiting the activities of Freedom and Freedom Bank which are outside the ordinary and usual course of business, including
restrictions on employee compensation, certain acquisitions and dispositions of assets and liabilities, and solicitations relating to
alternative acquisition proposals, pending the completion of the Merger. Certain of the directors, executive officers and shareholders
of Freedom (holding approximately 15.8% of the outstanding common stock of Freedom) have executed a voting agreement in which they have
agreed to vote their shares of Freedom common stock in favor of approval of the Agreement.
The
information set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement,
which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The representations, warranties and covenants of each
party set forth in the Agreement have been made only for purposes of, and were and are solely for the benefit of the contracting parties,
including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the
Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state
of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition,
such representations and warranties (i) will not survive the consummation of the Merger, and (ii) were made only as of the date of the
Agreement or such other date as is specified in the Agreement. Moreover, information concerning the subject matter of the representations
and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in the parties’
public disclosures. Accordingly, the Agreement is included with this filing only to provide investors with information regarding the
terms of the Agreement, and not to provide investors with any other factual information regarding Landmark or Freedom, their respective
affiliates or their respective businesses.