WEST READING, Pa .– (BUSINESS WIRE) – Customers Bancorp, Inc. (NYSE: CUBI), the parent company of the retail bank and its BankMobile operations division (collectively, "Customers"), announced today that its Board of Directors has set December 18, 2020 as the cut-off date for the previously announced conditional Special distribution to shareholders of Customers Bancorp in connection with the pending transaction between Customers and Megalith Financial Acquisition Corp. ("Megalith"). There will be a dedicated investor and analyst webcast on Friday, December 11, 2020 at 10:00 a.m. EST. Registration information and other details are provided later in this release.
As previously announced, Megalith, MFAC Merger Sub Inc. (“Merger Sub”), Kunden Bancorp, Kundenbank, and BankMobile Technologies, Inc. (“BankMobile”) are parties to an agreement and merger plan (as previously amended). the “Merger Agreement”) which will merge 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 upon completion of the transaction, Megalith will change its name to "BM Technologies, Inc." changes. and trade under the symbol BMTX.
Jay Sidhu, Chairman and CEO of Customers Bancorp, commented on the sale: “We are extremely pleased to be able to reward all of our shareholders with shares in this new independent company called BM Technologies (NYSE: BMTX) as of a closing date through a special distribution. “The consideration payable by Megalith upon completion of the Merger will be a combination of cash and shares of Megalith common stock. The Megalith common stock, which will make up the equity portion of the consideration for the combination, will be distributed as a special distribution to Customers Bancorp shareholders as of the record date, minus the shares issued to certain BankMobile team members and payment to third parties for certain transaction-related expenses. The distribution is contingent on the completion of the merger – customers Bancorp shareholders will only receive a portion of the distribution once the merger is complete. Completion of the merger is subject to a number of conditions, including obtaining approval from Megalithic shareholders of the merger and certain related matters, and obtaining regulatory approval. Megalith has scheduled a special meeting of its shareholders on December 21, 2020 to review and approve the merger and related matters.
The total number of shares issued by Megalith as part of the merger can only be determined after the merger has been completed. Customers Bancorp cannot assure shareholders that all conditions for the completion of the merger will be met or the number of shares of Megalithic common stock customer Bancorp shareholders will receive. Customer Bancorp currently expects that each common share of Customer Bancorp will be entitled to receive between 0.11 and 0.14 megalithic common shares, provided that no fractional shares are issued and each distribution is rounded to the nearest whole share. Client Bancorp expects the merger to close immediately after all conditions for closing are met. As the timing of the close is currently uncertain, Customers Bancorp has not yet set a payment date for the distribution of the Megalith common shares. Customers Bancorp will publicly announce the payment date once the payment date has been set.
Transfer restrictions
The shares of Megalith that Customers Bancorp shareholders will receive as part of the distribution cannot be traded immediately after the distribution has been completed. The shares are subject to a vesting period beginning on the closing date of the merger and at the earliest on (i) the date that is 12 months after the closing date, (ii) the date after the closing on which the Megalith will end a liquidation, merger, exchange or similar Completes a transaction with an unaffiliated third party and (iii) on which the closing price of Megalith's common stock is or exceeds $ 12.00 per share (adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and similar events) for 20 trading days within a 30-day period Trading days starting at least 150 days after the deal.
Certain tax matters
The distribution of Megalith shares to the shareholders of Customers Bancorp will be taxed for the shareholders of Customers Bancorp as a qualified dividend in the amount of the current and accumulated profits and profits of Customers Bancorp. Customers Bancorp is expected to have sufficient current and accumulated profits and income to treat 100 percent of the value of the shares received by Customers Bancorp shareholders as qualifying dividends for Customers Bancorp shareholders. A qualified dividend is subject to US federal income tax at a maximum of 20 percent under applicable tax law. Qualifying dividends are also subject to applicable state and local income taxes. "We encourage all CUBI shareholders to consult their tax advisor on tax issues," said Carla Leibold, CFO of Customers Bancorp.
Special webcast
Client Bancorp has scheduled a webcast with investors and analysts on Friday, December 11, 2020 at 10 a.m. EST. The BankMobile management team will be giving a presentation on this call and answering any questions. Customers Bancorp stock closed at $ 18.84 on Tuesday, December 8, 2020, and was trading at just 73% of tangible book value as of September 30, 2020 and roughly 4.7x the consensus gain of 2021.
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 to registrants at https://www.customersbank.com/investor-relations/.
No offer or solicitation
This press release is intended to inform Bancorp customers of the special conditional distribution and is not an offer to sell or the solicitation of an offer to buy any securities under the merger or otherwise and does not constitute a solicitation of any Megalith Shareholder's agent or request or recommendation of a measure.
Institutional background
Customers Bancorp, Inc. is a bank holding company headquartered in West Reading, Pennsylvania, engaged in banking and related business through its banking subsidiary Customers Bank. Customers Bank is a community-based, full-service bank with approximately $ 18.8 billion in assets as of September 30, 2020. As a member of the Federal Reserve System with deposits insured by the Federal Deposit Insurance Corporation, Customers Bank is an equal opportunity lender offering 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. The customer bank is committed to customer loyalty and has a high-tech / high-touch strategy that includes the use of industry-leading technologies to give customers better access to their money, as well as Concierge Banking® by appointment at customers' homes or homes in the office (12 hours) day, seven days a week. Customers Bank offers a continuously growing loan portfolio for small businesses, multi-family projects, mortgage lenders and consumers.
Customers The voting common stock of Bancorp, Inc. is listed on the New York Stock Exchange under the symbol CUBI. For more information about Bancorp, Inc. customers, please visit the company's website at 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 contain statements regarding Bancorp's customers, strategies, goals, beliefs, expectations, estimates, intentions, capital efforts, financial condition, results of operations, future performance and business of Inc. Statements that include the words "may," "may," should contain "," pro forma "," look ahead "," would "," believe "," expect "," anticipate "followed by or. "Estimate," "intent," "plan" or similar expressions generally indicate a forward-looking statement. These forward-looking statements involve risks and uncertainties that may change due to various important factors (some of which are outside the control of Customers Bancorp, Inc.). Numerous competitive, economic, regulatory, legal, and technological events and factors, among others, could cause the financial performance of Bancorp, Inc. customers to differ materially from the goals, plans, goals, intentions, and expectations expressed in such forward-looking statements come. These include: the adverse impact of the coronavirus outbreak on the US economy, including the markets in which we operate, and the impact of a slowing US economy and increased unemployment on the performance of our loan and leasing portfolio, market value our investment in securities, the demand for our products and services, and the availability of funding sources; the impact of actions by the federal government, including the Board of Governors of the Federal Reserve System and other government agencies, that affect market interest rates and the money supply; Actions we and our customers take in response to these developments and the effects of these actions on our business, products, services and customer relationships; the impact of changes in accounting standards or guidelines, including the Accounting Standards Update ("ASU") 2016-13, Financial Instruments – Credit Losses ("CECL"); and our ability to dispose of BankMobile on terms acceptable to us and for the period currently contemplated by us, as well as the potential impact of a disposition of BankMobile on our business and results of operations or if we are unable to dispose of BankMobile for an extended period of time. Customers Bancorp, Inc. cautions that the above factors are not exclusive and that neither these factors nor any forward-looking statement consider the effects of future events. All forward-looking statements and information contained herein are based on the current beliefs and assumptions of management at the time of publication and apply only at the time of their publication. For a fuller discussion of the assumptions, risks, and uncertainties relating to our business, we encourage you to review Customers Bancorp, Inc.'s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K, dated on Fiscal year ended December 31, 2019 then submitted quarterly reports on Form 10-Q and current reports on Form 8-K, including any changes to updating or providing the information in addition to that contained in Form 10-K and Form 10-Q – Submissions, if any. Customer Bancorp, Inc. undertakes no obligation to update any forward-looking statements, whether written or oral, made from time to time by Customer Bancorp, Inc. or by or on behalf of the Customer Bank, except as required by the law .