Customers Bancorp Announces Plans to Distribute Shares of BM Technologies’ Common Stock Directly to Stockholders
November 03 2020 - 5:20PM
Business Wire
As disclosed on August 6, 2020, Megalith Financial Acquisition
Corp. (“Megalith”), MFAC Merger Sub Inc. (“Merger Sub”), BankMobile
Technologies, Inc. (“BankMobile”), and Customers Bank (“the Bank”)
entered into a merger agreement. This agreement provided that a
portion of the consideration payable to the Bank in connection with
the merger would be paid in shares of Megalith's Class A common
stock to the Bank. On November 2, 2020, these parties along with
Customers Bancorp amended the terms of the agreement such that,
most notably, the shares received as payment will now be issued
directly to the shareholders of Customers Bancorp, in lieu of the
Bank.
“After careful consideration, we have elected to have the stock
issued in connection with our divestiture of BankMobile directly to
Customer Bancorp’s shareholders as this is, overwhelmingly, in the
best interests of all parties involved,” said Customers Bancorp
Chairman and CEO Jay Sidhu. “In light of the high multiples
assigned to fintech companies in the current environment, this
decision has the potential to fully unlock BankMobile’s intrinsic
value. Further, this strategic decision should afford BankMobile
greater freedom to pursue new bank partnerships and will enhance
the ‘free float’ of the new company,” Sidhu stated.
Consistent with previously issued guidance, we expect the merger
to close prior to the end of 2020. The aforementioned shares are
expected to be issued simultaneous with the closing of the
transaction subject to an ex-dividend date that has yet to be
determined.
Post completion of the transaction, BankMobile will operate as
BM Technologies Inc. and its shares are expected to trade on the
New York Stock Exchange under the symbol BMTX. BM Technologies Inc.
will have an independent management team and board of directors,
and is expected to be one of the fastest growing digital banking
platforms in the U.S.
For additional information regarding the merger agreement and
subsequent amendment, please review Customer Bancorp’s Form 8-k
filed with the SEC on November 2, 2020.
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 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 and
lending services to small and medium-sized businesses,
professionals, individuals and families. Services and products are
available wherever permitted by law through mobile-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; 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20201103005777/en/
Jay Sidhu, Chairman & CEO 610-935-8693 Carla
Leibold, CFO 484-923-8802
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