ChoiceOne Financial, Fentura Financial enter all-stock merger agreement

ChoiceOne Financial Services (COFS) and Fentura Financial, Inc. (FETM) announced the signing of a definitive merger agreement pursuant to which ChoiceOne and Fentura will merge in an all-stock transaction. The agreement was unanimously approved by the boards of directors of both companies. Once completed, the combination will create the third largest publicly traded bank in Michigan with approximately $4.3 billion in consolidated total assets and 56 offices in Western, Central and Southeastern Michigan. The proposed transaction is expected to close in the first quarter of 2025, subject to the satisfaction of customary closing conditions, including receipt of approval from Fentura and ChoiceOne shareholders and receipt of all necessary regulatory approvals. Under the terms of the merger agreement, each share of Fentura common stock outstanding immediately prior to completion of the merger will be converted into the right to receive 1.35 shares of ChoiceOne common stock. The proposed transaction is valued at $40.18 per share of Fentura common stock, or approximately $180.4 million in the aggregate, based on the closing price of ChoiceOne’s common stock of $29.76 on July 24, 2024. For additional information about the proposed merger, please see the Investor Presentation – Merger, filed as Exhibit 99.4 to ChoiceOne’s Form 8-K filed on July 25, 2024. Subject to NASDAQ independence standards and existing corporate governance procedures, upon completion of the proposed transaction, ChoiceOne intends to appoint two members of Fentura’s board to join the holding company board of ChoiceOne, which would be comprised of 15 total directors. Two additional members of Fentura’s board will also be appointed to join the board of ChoiceOne Bank, which would be comprised of 17 total directors.