Corporate America Family Credit Union (CAFCU) Announces Plans to Acquire Ben Franklin Bank of Illinois
Corporate America Family Credit Union (“CAFCU”) and Ben Franklin Financial, Inc. (OTC PINK: BFFI), the holding company for Ben Franklin Bank of Illinois (“Ben Franklin Bank”), announced today that CAFCU, Ben Franklin Financial and Ben Franklin Bank have signed a definitive purchase and assumption agreement (the “Agreement”) whereby CAFCU will acquire the assets and assume the liabilities of Ben Franklin Bank in an all-cash transaction. Following the completion of this transaction, the existence of Ben Franklin Bank and Ben Franklin Financial will end and their remaining assets, after all obligations are settled, will be distributed to the Ben Franklin Financial stockholders. As of March 31, 2019, Ben Franklin Bank operated two bank branches in Arlington Heights and Rolling Meadows, Illinois and had $93.2 million in assets. This strategic acquisition will increase CAFCU’s total number of branches to 22 and total assets to approximately $700 million.
This transaction will be the first time that a federal mutual holding company that converted to a stock holding company following the implementation of the Dodd-Frank Act will have its assets and liabilities sold to a credit union. As a result, we cannot predict at this time whether the liquidation accounts maintained by Ben Franklin Financial and Ben Franklin Bank will be required to be distributed to certain depositors of Ben Franklin Bank, the amount of any such distribution, and the ultimate impact of any required payments on the amount of cash to be received by Ben Franklin Financial stockholders in the transaction.
Under the terms of the purchase and assumption agreement, Ben Franklin Financial stockholders are currently estimated to receive between $10.33 and $10.70 in cash consideration for each share of Ben Franklin Financial common stock (the “per share consideration”). The per share consideration is subject to significant variation based on various items, such as, Ben Franklin Bank’s ability to meet a minimum equity target at closing; the regulatory treatment of and costs associated with the liquidation accounts maintained by Ben Franklin Financial and Ben Franklin Bank; the amount of cash held by Ben Franklin Financial at closing; costs related to terminating the existence of Ben Franklin Bank and Ben Franklin Financial and distributing the remaining assets to stockholders; and future operating results. Other factors that may cause a reduction in the per share consideration include, among others, final costs associated with terminating specific employee benefit plans and any Ben Franklin Bank environmental problems with remediation costs over a threshold amount.