First Merchants Corporation, an Indiana corporation (“First Merchants”), and Level One Bancorp, Inc., a Michigan corporation (“Level One”), are parties to that certain Agreement and Plan of Merger, dated as of November 4, 2021 (the “Merger Agreement”). Pursuant to the Merger Agreement, Level One will merge (the “Merger”) with and into First Merchants and, immediately thereafter, Level One Bank will merge with and into First Merchants Bank.
As previously reported, the parties submitted applications to the Federal Reserve Board (“Federal Reserve”), Federal Deposit Insurance Corporation (“FDIC”), the Indiana Department of Financial Institutions (“Indiana DFI”) on or about December 3, 2021, seeking each regulator’s approval of the transactions contemplated by the Merger Agreement. First Merchants also sent the required notice to the Michigan Department of Insurance and Financial Services (the “Michigan DIFS”) which was accepted on or about December 13, 2021. The Federal Reserve and FDIC have now granted approvals for the transaction. The Indiana DFI expects to meet next month to consider the application. Also, the shareholders of Level One have a meeting scheduled on March 1, 2022 to consider the approval of the Merger Agreement.
In order to consummate the merger transactions, the Indiana DFI must approve the application, the shareholders of Level One must approve the Merger Agreement and various other closing conditions set forth in the Merger Agreement must also be satisfied. The parties are diligently pursuing satisfaction of those conditions and continue to expect the closing to occur by early 2nd quarter of 2022, subject to satisfaction of those conditions.
FORWARD-LOOKING STATEMENTS
This filing and the exhibits hereto contain forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often, but not always, be identified by the use of words like “believe”, “continue”, “pattern”, “estimate”, “project”, “intend”, “anticipate”, “expect” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “might”, “can”, “may”, or similar expressions. These forward-looking statements include, but are not limited to, statements relating to the expected timing of the proposed Merger, as well as other statements of expectations regarding the Merger, and other statements of First Merchants’ goals, intentions and expectations.
These forward-looking statements are subject to significant risks, assumptions and uncertainties that may cause results to differ materially from those set forth in forward-looking statements, including, among other things: the ability to obtain required regulatory approvals or the approval of Level One’s common shareholders, and the ability to complete the Merger on the expected timeframe; and other risks and factors identified in First Merchants’ filings with the Securities and Exchange Commission.
First Merchants does not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this filing. In addition, First Merchants’ and Level One’s past results of operations do not necessarily indicate either of their anticipated future results, whether the Merger is effectuated or not.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
The proposed merger of Level One with and into First Merchants will be submitted to the Level One shareholders for their consideration on March 1, 2022. In connection with the proposed merger, on December 23, 2021, First Merchants filed with the SEC a Registration Statement on Form S-4 (SEC File No. 333-261869)
