UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2014
MERCANTILE BANK CORPORATION
(Exact name of registrant as
specified in its charter)
Michigan |
000-26719 |
38-3360865 |
310 Leonard St., N.W. |
|
Registrant's telephone number,
including area code: (616) 406-3000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Item 7.01. |
Regulation FD Disclosure |
On May 8, 2014, Mercantile Bank Corporation (the “Company”) announced the receipt of the regulatory approvals necessary for its merger with Firstbank Corporation.
On May 8, 2014, the Company issued a press release announcing the approvals. A copy of the press release is attached as Exhibit 99.1 to this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. |
Other Events |
The information from Item 7.01 above is herein incorporated by reference.
Item 9.01. |
Exhibits | |
(d) |
Exhibits: The following document is attached as an exhibit to this report on Form 8-K: | |
99.1 |
Press Release dated May 8, 2014. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: May 8, 2014 |
MERCANTILE BANK CORPORATION | |
By |
/s/ Charles E. Christmas | |
Charles E. Christmas Senior Vice President, Chief Financial Officer and Treasurer |
EXHIBIT INDEX
Exhibit |
| |
99.1 |
Press release dated May 8, 2014. |
Exhibit 99.1
|
|
Mercantile Bank Corporation and Firstbank Corporation Merger
Receives Full Regulatory Approval for Completion
GRAND RAPIDS, Mich. May 8, 2014 – Mercantile Bank Corporation (NASDAQ: MBWM) (“Mercantile”) and Firstbank Corporation (NASDAQ: FBMI) (“Firstbank”) announced today that all regulatory approvals for their proposed merger, announced on August 15, 2013, have been received. Mercantile and Firstbank shareholders previously approved the merger in December 2013. Subject to the satisfaction of customary closing conditions, the merger is expected to be completed as of June 1, 2014. The combined companies will operate as Mercantile Bank Corporation.
“We are pleased that, after an extensive and meticulous regulatory review, we have obtained approval to complete this transformational merger with Firstbank Corporation,” said Michael Price, Mercantile President, Chairman and Chief Executive Officer. “This merger creates a powerhouse Michigan-based community bank holding company that is well positioned for future growth opportunities. This approval validates our history of community involvement and outstanding performance under the Community Reinvestment Act, and follows a thorough analysis of our lending practices.”
Tom Sullivan, Firstbank President and Chief Executive Officer, said, “With these regulatory hurdles behind us, we are thrilled to move forward with bringing the benefits of this merger to both Firstbank and Mercantile shareholders, customers and communities.”
About Mercantile Bank Corporation
Based in Grand Rapids, Michigan, Mercantile Bank Corporation is the bank holding company for Mercantile Bank of Michigan. Founded in 1997 to provide banking services to businesses, individuals and governmental units, the Bank differentiates itself on the basis of service quality and the expertise of its banking staff. Mercantile has assets of $1.4 billion and seven full-service banking offices in Grand Rapids, Holland and Lansing, Michigan.
About Firstbank Corporation
Firstbank Corporation, headquartered in Alma, Michigan, is a bank holding company using a community bank local decision-making format with assets of $1.5 billion and 46 banking offices serving Michigan's Lower Peninsula.
Forward-Looking Statements
This press release contains comments or information that constitute forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) that are based on current expectations that involve a number of risks and uncertainties. These forward looking statements are subject to a number of factors and uncertainties which could cause Mercantile, Firstbank, or the combined company’s actual results and experience to differ from the anticipated results and expectations expressed in such forward looking statements. Forward looking statements speak only as of the date they are made and neither Mercantile nor Firstbank assumes any duty to update forward looking statements. These forward-looking statements include, but are not limited to, statements about (i) the expected benefits of the transaction between Mercantile and Firstbank, including future financial and operating results, accretion and earn-back, cost savings, enhanced revenues, long term growth, and the expected market position of the combined company that may be realized from the transaction, and (ii) Mercantile’s and Firstbank’s plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts. Other statements identified by words such as “expects,” “well-positioned,” “opportunity,” “future,” “will,” or words of similar meaning generally are intended to identify forward-looking statements. These statements are based upon the current beliefs and expectations of Mercantile’s and Firstbank’s management and are inherently subject to significant business, economic and competitive risks and uncertainties, many of which are beyond their respective control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from those indicated or implied in the forward-looking statements. Although Mercantile and Firstbank have signed an agreement, there is no assurance that they will complete the proposed merger. The merger agreement will terminate if any conditions to closing are not satisfied. There is no assurance that the due diligence process would identify all risks associated with the transaction. Additional information concerning risks is contained in Mercantile’s and Firstbank’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K and other SEC filings.
FOR FURTHER INFORMATION:
MEDIA:
Amanda Passage
Lambert, Edwards & Associates
616-233-0500
apassage@lambert-edwards.com
INVESTORS: Chuck Christmas Mercantile Bank Corporation 616-726-1202 cchristmas@mercbank.com |
Bob Burton Lambert, Edwards & Associates 678-576-2991 rburton@lambert-edwards.com |
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