Midland Capital Holdings to be acquired by Midfed Acquisition Corp

Midland Capital Holdings and Midfed Acquisition Corp. have reached an agreement for the company and the bank to be acquired by Midfed Acquisition Corp., a newly formed corporation. The merger agreement, which has been unanimously adopted by the boards of the company and Midfed Acquisition Corp., provides for all-cash merger consideration equal to a percentage of the bank’s capital and the company’s net performing assets at closing, less unaccrued transaction expenses and certain other adjustments. Based on the bank’s capital as of June 30 and assuming for estimated transaction costs and other adjustments pursuant to the merger agreement, company shareholders are currently estimated to receive between $31.00 and $32.50 in cash consideration for each share of company common stock. 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 but not limited to the company’s future operating results, transaction costs and the costs to terminate certain of the company’s contracts. As a result, company shareholders should not assume they will receive between $31.00 and $32.50 per share upon the closing of the transaction. The transaction is subject to customary closing conditions, including the receipt of federal bank regulatory approvals, and approval of the Company’s shareholders. The company currently estimates that the transaction will close in the first or second quarter of 2024.