Midland Capital To Be Acquired By Midfed Acquisition In All-cash Merger Deal


Midland Capital Holdings Corp. (MCPH), the holding company of Midland Federal Savings and Loan Association, Tuesday said it has agreed to be acquired by Midfed Acquisition Corp., a newly formed corporation headed by certain bank executives and investors.

Under the all-cash merger deal, the company shareholders are currently estimated to receive between $31.00 and $32.50 in cash consideration for each share.

The all-cash merger consideration is equal to a percentage of Midland Federal’s capital and Midland Capital’s net performing assets at closing, less unaccrued transaction expenses and certain other adjustments.

The deal has been unanimously adopted by the boards of the company and Midfed Acquisition. The transaction is expected to close in the first or second quarter of 2024, subject to customary closing conditions, including the receipt of federal bank regulatory approvals, and approval of the company’s shareholders.

Further, the company noted that the per share consideration ultimately received by shareholders is subject to significant adjustment based on the Bank’s capital at closing and could decrease as a result of a variety of factors, including future operating results, transaction costs and the costs to terminate certain of its contracts.

Due to these, the company asked shareholders not to assume that they will receive between $31.00 and $32.50 per share upon the closing of the transaction.

Following the deal, the company will be merged into a wholly owned subsidiary of Midfed Acquisition, with the company surviving the merger.

Upon consummation of the proposed transaction, Midfed Acquisition will own 100% of the outstanding shares of the Company and its banking subsidiary, Midland Federal.

It is expected that Midfed Acquisition will ultimately merge with and into the company, and the shareholders of Midfed Acquisition becoming shareholders of the Company.

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