HBT Financial, Inc. (NasdaqGS:HBT) entered into an agreement to acquire Town and Country Financial Corporation (OTCPK:TWCF) for approximately $100 million on August 23, 2022. Under the terms of the merger agreement, Town and Country shareholders will have the right to receive either (i) 1.9010 shares of HBTÆs common stock for each share of Town and Country, or (ii) $35.66 per share in cash, or (iii) a combination of cash and stock consideration. Upon closing of the transaction, shareholders of Town and Country are expected to hold approximately 11% of HBTÆs outstanding common stock. Town and Country will pay a termination fee of $3.8 million to HBT in case of termination under specified events.
The completion of the merger is subject to customary conditions, including (i) adoption and approval of the Merger Agreement by the stockholders of Town and Country, (ii) receipt of required regulatory approvals, and (iii) effectiveness of the Registration Statement on Form S-4 for the HBT common stock to be issued in the Merger (iv) the total number of outstanding shares of Town and Country common stock with respect to which the holders thereof have duly exercised their dissentersÆ rights under the DGCL shall not exceed 5% of the outstanding shares of Town and Country common stock (v) listing of HBT common shares on NASDAQ Global Select Market to be issued in merger as consideration. The transaction has been unanimously approved by each companyÆs board of directors. The stockholders collectively holding approximately 67.1% of the outstanding shares of Town and Country common stock have entered into a voting agreement pursuant to which they have agreed, among other things, to vote their shares of Town and Country common stock in favor of the transaction. The transaction is expected to close in the first quarter of 2023.
James M. Kane of Vedder Price P.C. served as legal counsel, while John K. Freechack and William E. Burgess III of Piper Sandler & Co. served as financial advisor to HBT. Bill Fay and Nicholas M. Brenckman of Barack Ferrazzano Kirschbaum & Nagelberg LLP served as legal counsel and Keefe, Bruyette & Woods, A Stifel Company served as financial advisor to Town and Country.