S-4 1 tm2210085-1_s4.htm S-4 tm2210085-1_s4 - none - 76.6877243s
As filed with the Securities and Exchange Commission on March 25, 2022
Registration No. 333-      
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Bank First Corporation
(Exact Name of Registrant as Specified in its Charter)
Wisconsin
(State or other jurisdiction of
incorporation or organization)
6021
(Primary Standard Industrial
Classification Code Number)
39-1435359
(I.R.S. Employer
Identification No.)
402 North 8th Street
Manitowoc, Wisconsin 54220
(920) 652-3100
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)
Kelly Dvorak
General Counsel
Bank First Corporation
402 North 8th Street
Manitowoc, Wisconsin 54220
Tel: (920) 652-3100
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
With copies of all communications to:
Mark C. Kanaly
David S. Park
Alston & Bird, LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309
Telephone: (404) 881-7000
Patrick S. Murphy
Godfrey & Kahn S.C.
833 East Michigan Street, Suite 1800
Milwaukee, Wisconsin 53202
Telephone: (414) 273-3500
Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the proposed merger described herein have been satisfied or waived.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☒
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Information in this joint proxy statement/prospectus is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This joint proxy statement/prospectus shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
PRELIMINARY — SUBJECT TO COMPLETION — DATED MARCH 25, 2022
JOINT PROXY STATEMENT/PROSPECTUS
[MISSING IMAGE: lg_bankfirst-bw.jpg]
[MISSING IMAGE: lg_denmark-4c.jpg]
MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT
To the Shareholders of Bank First Corporation and Denmark Bancshares, Inc.:
On January 18, 2022, Bank First Corporation, or “Bank First,” and Denmark Bancshares, Inc., or “Denmark,” entered into an Agreement and Plan of Merger, which we refer to as the merger agreement, pursuant to which Denmark will merge with and into Bank First, with Bank First surviving the merger, which we refer to as the merger. Immediately following the merger, Denmark’s wholly-owned banking subsidiary, Denmark State Bank, a Wisconsin state-chartered bank, will merge with and into Bank First’s wholly-owned banking subsidiary, Bank First, N.A., a national banking association, with Bank First, N.A. as the surviving bank, which we refer to as the bank merger.
Pursuant to the merger agreement, each share of Denmark common stock (both Class A and Class B) issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive, at the election of each Denmark shareholder, either (i) $38.10 in cash (the “per share cash consideration”), or (ii) 0.5276 of a share of Bank First’s common stock (the “per share stock consideration”), subject to customary proration and allocation procedures such that at least 80% of Denmark shares will receive the stock consideration and no more than 20% of Denmark shares will receive the cash consideration. The aggregate cash consideration will be up to $23,904,656 and the aggregate stock consideration will be up to 1,655,131 shares of Bank First common stock. As a result, if the aggregate number of Denmark common shares with respect to which a valid cash election has been made exceeds the aggregate cash consideration limit, Denmark shareholders who have elected to receive the cash consideration will receive a mixture of both stock consideration and cash consideration in accordance with the proration procedures set forth in the merger agreement so that such aggregate cash consideration limit is not exceeded. The stock consideration and the cash consideration, as well as any necessary proration thereto in accordance with the merger agreement, are collectively referred to as the merger consideration. Notwithstanding the foregoing, the merger consideration (including the per share cash consideration and per share stock consideration) is subject to a downward adjustment if Denmark’s tangible equity capital (as calculated per the merger agreement) is less than $67,565,297 at the time of the closing of the merger.
At the effective time of the merger, each share of Denmark restricted stock that is outstanding immediately prior to the closing of the merger will be fully vested, cancelled and converted automatically (without any further action on part of the holder thereto) into the right to receive, at the election of the holder, the applicable merger consideration. In addition, all dividends previously declared and paid, but held by Denmark on account for the Denmark shareholders with respect to such Denmark restricted stock, shall be paid in cash by Denmark to such Denmark shareholders. Further, prior to the effective time of the merger, the Denmark board will take such actions with respect to the Denmark employee stock purchase plan, which we refer to as the Denmark ESPP, necessary to provide that (i) except to the extent necessary to comply with applicable law, participation in the Denmark ESPP will be limited to those employees who are participants on the date of the merger agreement, (ii) except to the extent necessary to comply with law, participants may not increase their payroll deduction elections or rate of contributions from those in effect on the date of the merger agreement or make any separate non-payroll contributions to the Denmark ESPP on or following the date of the merger agreement, (iii) no new offering period will be commenced after the date of the merger agreement, (iv) the offering period in progress as of the effective time of the merger will be shortened and each outstanding option under the Denmark employee stock purchase plan will be exercised automatically ten business days prior to the effective time of the merger, and (v) the plan will terminate effective as of the effective time of the merger.
Although the number of shares of Bank First common stock that Denmark shareholders may choose to receive for each share of Denmark common stock they own is fixed, the market value of the merger consideration will fluctuate with the market price of Bank First common stock and will not be known at the time Denmark or Bank First shareholders vote on the merger. Bank First common stock is currently quoted on the Nasdaq Capital Market under the symbol “BFC.” On January 14, 2022, the last full trading day before the public announcement of the merger agreement, based on the last reported sale price of Bank First common stock of $71.64 per share, the 0.5276 exchange ratio represented approximately $37.80 in value for each share of Denmark common stock to be converted into Bank First common stock. Based on the closing sale price of Bank First common stock of $[      ] per share on [           ], 2022, the latest practicable trading date prior to the printing of this joint proxy statement/prospectus, the exchange ratio represented approximately $[      ] in value for each share of Denmark common stock to be converted into Bank First common stock. Denmark Class A and Class B common stock are both traded on the OTCQX Market and the last sale price on January 14, 2022, the last full trading day before the public announcement of the merger agreement, was $23.90 per share for Denmark’s Class A common stock and $23.10 per share for Denmark’s Class B common stock, and the most recent reported closing sale price of Denmark common stock on [      ], 2022 was $[      ] per share for Denmark’s Class A common stock and $[      ] per share for Denmark’s Class B common stock.

The maximum number of shares of Bank First common stock offered by Bank First and issuable in the merger is 1,655,131 shares, subject to downward adjustment based on Denmark’s tangible equity capital at closing and certain potential anti-dilutive adjustments described in this joint proxy statement/prospectus. Following the completion of the merger, former Denmark shareholders will own approximately [     ]% of the combined company based upon the number of Bank First shares outstanding as of [           ], 2022. We urge you to obtain current market quotations for the price of Bank First common stock (trading symbol “BFC”). Denmark’s Class A common stock and Class B common stock are both traded on the OTCQX Market under the symbols “DMKBA” and “DMKBB,” respectively.
Bank First will hold a virtual special meeting of its shareholders, referred to as the Bank First special meeting, on [      ], at [      ], Central Time, which Bank First shareholders may virtually attend by registering on the website [      ], where Bank First shareholders will be asked to consider and vote on a proposal to approve the merger agreement and the transactions contemplated therein, including the merger and the issuance of Bank First common stock as merger consideration (which we refer to as the “Bank First merger proposal”), and related matters. Denmark will hold a virtual special meeting of its shareholders, referred to as the Denmark special meeting, on [      ], at [      ], Central Time, which Denmark shareholders may virtually attend by registering on the website [      ], where Denmark Class A common shareholders will be asked to consider and vote on a proposal to approve the merger agreement and the transactions contemplated therein, including the merger (which we refer to as the “Denmark merger proposal”), and related matters. The merger cannot be completed unless, among other things, holders of a majority of the outstanding shares of Bank First common stock vote to approve the Bank First merger proposal and holders of a majority of the outstanding shares of Denmark Class A common stock vote to approve the Denmark merger proposal. Bank First and Denmark are sending you this joint proxy statement/prospectus to ask you to vote in favor of these and other matters described in this joint proxy statement/prospectus.
Each of Bank First and Denmark expects that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the Code, with the result that Denmark common stock exchanged for Bank First common stock will generally be tax-free.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF BANK FIRST COMMON STOCK OR DENMARK CLASS A COMMON STOCK YOU OWN. To ensure your representation at the Bank First special meeting or Denmark special meeting, as applicable, please follow the voting instructions in the enclosed joint proxy statement/prospectus and on your proxy card. Please vote promptly whether or not you expect to attend your special meeting. Submitting a proxy now will NOT prevent you from being able to vote virtually at the Denmark special meeting or the Bank First special meeting, as applicable. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.
The Bank First board of directors has unanimously (1) determined that the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of Bank First common stock as merger consideration, are in the best interests of Bank First and its shareholders and declared that the merger agreement is advisable and (2) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby. The Bank First board of directors unanimously recommends that Bank First shareholders vote “FOR” the Bank First merger proposal and “FOR” the other matters to be considered at the Bank First special meeting.
The Denmark board of directors has unanimously (1) determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of Denmark and its shareholders and declared that the merger agreement is advisable and (2) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby. The Denmark board of directors unanimously recommends that Denmark Class A common shareholders vote “FOR” the Denmark merger proposal and “FOR” the other matters to be considered at the Denmark special meeting.
This joint proxy statement/prospectus provides you with detailed information about the merger agreement and the merger. It also contains or references information about Bank First and Denmark and certain related matters. You are encouraged to read this joint proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 26 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you. You can also obtain information about Bank First from documents that have been filed with the Securities and Exchange Commission that are incorporated by reference in this joint proxy statement/prospectus by reference.
We look forward to a successful completion of the merger and thank you for your prompt attention to this important matter.
Sincerely,
Michael B. Molepske
President and Chief Executive Officer
Bank First Corporation
Scot G. Thompson
President, Chief Executive Officer and Chairman
Denmark Bancshares, Inc.
Neither the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, nor any state securities commission or any other bank regulatory agency has approved or disapproved the securities to be issued in the merger or determined if this joint proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.
The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either Bank First or Denmark, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
The date of this joint proxy statement/prospectus is [           ], 2022 and it is first being mailed or otherwise delivered to the Bank First and Denmark shareholders on or about [           ], 2022.

 
DENMARK BANCSHARES, INC.
103 E. Main Street
Denmark, Wisconsin 54208
(920) 863-2161
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held Virtually on [      ], 2022
To the Shareholders of Denmark Bancshares, Inc.:
NOTICE IS HEREBY GIVEN that Denmark Bancshares, Inc. (which we refer to as “Denmark”) will hold a virtual special meeting of its shareholders (which we refer to as the “Denmark special meeting”) on [      ], at [      ], Central Time, which Denmark shareholders may virtually attend by registering on the website [      ], to consider and vote upon the following matters:

A proposal to approve the Agreement and Plan of Merger (which we refer to as the “merger agreement”), dated as of January 18, 2022, by and between Denmark and Bank First Corporation (which we refer to as “Bank First”), and the transactions contemplated by the merger agreement, including the merger of Denmark with and into Bank First, with Bank First as the surviving company (which we refer to as the “merger”), each as more fully described in the accompanying joint proxy statement/prospectus (which we refer to as the “Denmark merger proposal”); and

A proposal to adjourn the Denmark special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Denmark merger proposal (which we refer to as the “Denmark adjournment proposal”).
The Denmark special meeting will be held in an online-only virtual format. You will be able to attend and participate in the Denmark special meeting online, vote your shares electronically and submit your questions in advance of the meeting. To access the Denmark special meeting online, please go to [      ]. This page will include a link to register for the event and instructions for accessing the virtual Denmark special meeting on [      ]. A list of shareholders of record will be available on the meeting website during the virtual Denmark special meeting for inspection by shareholders for any legally valid purpose. As always, we encourage you to vote your shares prior to the meeting date.
The affirmative vote of a majority of the outstanding shares of Denmark Class A common stock entitled to vote thereon is required to approve the Denmark merger proposal. Assuming a quorum is present, approval of the Denmark adjournment proposal requires the affirmative vote of a majority of the votes cast on such proposal at the Denmark special meeting. Denmark will transact no other business at the special meeting, except for business properly brought before the special meeting or any adjournment or postponement thereof.
Denmark Class A common shareholders must approve the Denmark merger proposal in order for the merger to occur. If Denmark Class A common shareholders fail to approve the Denmark merger proposal, the merger will not occur. The joint proxy statement/prospectus accompanying this notice explains the merger agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Denmark special meeting. Please review the joint proxy statement/prospectus carefully.
Holders of record of Denmark common stock (both Class A and Class B) have the right to dissent from the merger agreement and the merger and obtain payment in cash of the appraised fair value of their shares of Denmark common stock under applicable provisions of the Wisconsin Business Corporation Law, or WBCL. In order for a holder of Denmark common stock to perfect his, her or its right to dissent, such holder must carefully follow the procedure set forth in the WBCL. A copy of the applicable statutory provisions of the WBCL is included as Annex D to the accompanying joint proxy statement/prospectus and a summary of these provisions can be found under the caption “The Merger — Dissenters’ Rights,” beginning on page 82 of the joint proxy statement/prospectus. The merger may not be completed if the holders of more than 5% of the outstanding shares of Denmark common stock exercise dissenters’ rights.
The Denmark board of directors has fixed the close of business on [      ], 2022 as the record date for the special meeting. Denmark shareholders of record as of the record date are entitled to notice of the
 

 
Denmark special meeting or any adjournment or postponement of the special meeting. However, only holders of Denmark’s Class A common stock will be entitled to vote at the Denmark special meeting. Denmark’s Class B common stock is non-voting stock and, therefore, holders thereof shall not be entitled to vote at the Denmark special meeting. Any shareholder entitled to attend and vote at the Denmark special meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF DENMARK CLASS A COMMON STOCK YOU OWN. Whether or not you plan to attend the Denmark special meeting, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the internet by following the instructions in the enclosed joint proxy statement/prospectus and on your proxy card. If you hold your shares in “street name” through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.
The Denmark board of directors has unanimously approved the merger agreement and the transactions contemplated thereby, including the merger, and unanimously recommends that Denmark Class A common shareholders vote “FOR” the Denmark merger proposal and “FOR” the Denmark adjournment proposal (if necessary or appropriate).
By Order of the Board of Directors,
Scot G. Thompson
Chairman of the Board
 

 
BANK FIRST CORPORATION
402 N. 8th Street
Manitowoc, Wisconsin 54220
(920) 652-3100
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held Virtually on [      ], 2022
To the Shareholders of Bank First Corporation:
NOTICE IS HEREBY GIVEN that Bank First Corporation (which we refer to as “Bank First”) will hold a virtual special meeting of its shareholders (which we refer to as the “Bank First special meeting”) on [      ], at [      ], Central Time, which Bank First shareholders may virtually attend by registering on the website [      ], to consider and vote upon the following matters:

A proposal to approve the Agreement and Plan of Merger (which we refer to as the “merger agreement”), dated as of January 18, 2022, by and between Bank First and Denmark Bancshares, Inc. (which we refer to as “Denmark”), and the transactions contemplated by the merger agreement, including the merger of Denmark with and into Bank First, with Bank First as the surviving company (which we refer to as the “merger”), and the issuance of shares of Bank First’s common stock as merger consideration, each as more fully described in the accompanying joint proxy statement/prospectus (which we refer to as the “Bank First merger proposal”); and

A proposal to adjourn the Bank First special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Bank First merger proposal (which we refer to as the “Bank First adjournment proposal”).
The Bank First special meeting will be held in an online-only virtual format. You will be able to attend and participate in the Bank First special meeting online, vote your shares electronically and submit your questions in advance of the meeting. To access the Bank First special meeting online, please go to [      ]. This page will include a link to register for the event and instructions for accessing the virtual Bank First special meeting on [      ]. A list of shareholders of record will be available on the meeting website during the virtual Bank First special meeting for inspection by shareholders for any legally valid purpose. As always, we encourage you to vote your shares prior to the meeting date.
The affirmative vote of a majority of the outstanding shares of Bank First common stock entitled to vote thereon is required to approve the Bank First merger proposal. Assuming a quorum is present, approval of the Bank First adjournment proposal requires that the number of votes cast “FOR” the Bank First adjournment proposal exceed the number of votes cast “AGAINST” the Bank First adjournment proposal. Bank First will transact no other business at the special meeting, except for business properly brought before the special meeting or any adjournment or postponement thereof.
Bank First shareholders must approve the Bank First merger proposal in order for the merger to occur. If Bank First shareholders fail to approve the Bank First merger proposal, the merger will not occur. The joint proxy statement/prospectus accompanying this notice explains the merger agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Bank First special meeting. Please review the joint proxy statement/prospectus carefully.
The Bank First board of directors has fixed the close of business on [      ], 2022 as the record date for the special meeting. Only Bank First shareholders of record as of the record date are entitled to notice of, and to vote at, the special meeting, or any adjournment or postponement of the special meeting. Any shareholder entitled to attend and vote at the Bank First special meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF BANK FIRST COMMON STOCK YOU OWN. Whether or not you plan to attend the Bank First special meeting, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the internet by following the
 

 
instructions in the enclosed joint proxy statement/prospectus and on your proxy card. If you hold your shares in “street name” through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.
The Bank First board of directors has unanimously approved the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of Bank First common stock as merger consideration, and unanimously recommends that Bank First shareholders vote “FOR” the Bank First merger proposal and “FOR” the Bank First adjournment proposal (if necessary or appropriate).
By Order of the Board of Directors,
Kelly M. Dvorak
Corporate Secretary
 

 
ADDITIONAL INFORMATION
This joint proxy statement/prospectus incorporates important business and financial information about Bank First from documents filed with the Securities and Exchange Commission, or SEC, that are not included in or delivered with this joint proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by Bank First at no cost from the SEC’s website at http://www.sec.report. Bank First has filed a registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part. As permitted by SEC rules, this joint proxy statement/prospectus does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may obtain a free copy of the registration statement, including any amendments, schedules and exhibits at the address set forth below. Statements contained in this joint proxy statement/prospectus as to the contents of any contract or other documents referred to in this joint proxy statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement. You may also request copies of these documents, including documents incorporated by reference in this joint proxy statement/prospectus, at no cost by contacting Bank First at the contact information set forth below:
Bank First Corporation
402 N. 8th Street
Manitowoc, Wisconsin 54220
Attention: General Counsel/Corporate Secretary
Telephone: (920) 652-3100
You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of your respective company’s shareholder meeting, or [      ], 2022 if you are a Bank First shareholder and [      ], 2022 if you are a Denmark shareholder.
If you are a Bank First shareholder and have any questions about the merger agreement, the merger, the Bank First special meeting or the joint proxy statement/prospectus, would like additional copies of the joint proxy statement/prospectus, need a proxy card or need help voting your shares of Bank First common stock, please contact Kelly Dvorak, Corporate Secretary of Bank First, at (920) 652-3100 or by email to kdvorak@bankfirst.com.
If you are a Denmark shareholder and have any questions about the merger agreement, the merger, the Denmark special meeting or the joint proxy statement/prospectus, would like additional copies of the joint proxy statement/prospectus, need a proxy card or need help voting your shares of Denmark Class A common stock, please contact Lori Sisel, Executive Assistant of Denmark, at (920) 863-2161 or by email to loris@denmarkstate.com.
You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [      ], 2022, and you should assume that the information in this joint proxy statement/prospectus is accurate only as of such date. You should assume that the information incorporated by reference into this joint proxy statement/prospectus from another document is accurate as of the date of such other document or the date referenced in such other document with respect to particular information contained therein. Neither the mailing of this document to the shareholders of Bank First or Denmark nor the issuance by Bank First of shares of Bank First common stock in connection with the merger will create any implication to the contrary.
This document does not constitute an offer to sell, or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this document regarding Denmark has been provided by Denmark and information contained in this document regarding Bank First has been provided by Bank First. See “Where You Can Find More Information” for more details.
 

 
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QUESTIONS AND ANSWERS
The following are answers to certain questions you may have regarding the merger, the Bank First special meeting, and the Denmark special meeting. We urge you to carefully read the remainder of this joint proxy statement/prospectus, including the annexes and the documents incorporated by reference into this joint proxy statement/prospectus, because the information in this section may not provide all the information that might be important to you in determining how to vote.
Unless the context otherwise requires, references in this joint proxy statement/prospectus to: (1) “Bank First” refers to Bank First Corporation, a Wisconsin corporation, and its affiliates; (2) “Bank First, N.A.” refers to Bank First, N.A., a national banking association and a direct wholly-owned subsidiary of Bank First; (3) “Denmark” refers to Denmark Bancshares, Inc., a Wisconsin corporation, and its affiliates; and (4) “Denmark State Bank” refers to Denmark State Bank, a Wisconsin state-chartered bank and the wholly-owned bank subsidiary of Denmark.
Q:
What is the merger?
A:
Bank First and Denmark have entered into an Agreement and Plan of Merger on January 18, 2022 (which we refer to as the “merger agreement”), pursuant to which Denmark will merge with and into Bank First, with Bank First continuing as the surviving entity (which we refer to as the “merger”). Immediately following the merger, Denmark’s wholly-owned banking subsidiary, Denmark State Bank, a Wisconsin state-chartered bank, will merge with and into Bank First’s wholly-owned banking subsidiary, Bank First, N.A., a national banking association, with Bank First, N.A. as the surviving bank (which we refer to as the “bank merger”), pursuant to the terms of the Plan of Merger and Merger Agreement entered into by Bank First, N.A. and Denmark State Bank on January 18, 2022 (which we refer to as the “bank merger agreement”).
Denmark will hold a special meeting of its shareholders (which we refer to as the “Denmark special meeting”) and Bank First will hold a special meeting of its shareholders (which we refer to as the “Bank First special meeting”) to obtain, among other things, the required shareholder approvals in connection with the merger, and you are being provided with this joint proxy statement/prospectus in connection with those shareholder meetings. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A. We urge you to read carefully this joint proxy statement/prospectus and the merger agreement in their entirety.
Q:
Why am I receiving this joint proxy statement/prospectus?
A:
We are delivering this document to you because it is a joint proxy statement being used by Denmark and Bank First boards of directors to solicit proxies of their respective shareholders in connection with approval and adoption of the merger agreement and related matters. In order to complete the merger, among other things:

Denmark Class A common shareholders must approve the merger agreement and the transactions contemplated thereby, including the merger; and

Bank First shareholders must approve the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of Bank First common stock as merger consideration.
In order to approve and adopt the merger agreement and related matters, Denmark and Bank First have each called a special meeting of their respective shareholders. This document serves as a joint proxy statement for both the Denmark special meeting and the Bank First special meeting and describes the proposals to be presented at the meetings.
This document is also a prospectus that is being delivered to Denmark shareholders because Bank First is offering shares of its common stock to Denmark shareholders in connection with the merger.
This joint proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the meetings. You should read it carefully and in its entirety. The enclosed
 
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materials allow you to have your shares voted by proxy without attending your meeting. Your vote is important. We encourage you to submit your proxy as soon as possible.
Q:
What will Bank First shareholders receive in the merger?
A:
In the merger, Bank First shareholders will not receive any consideration, and their Bank First common stock will remain outstanding and will constitute shares of Bank First following the merger. Following the merger, shares of Bank First common stock will continue to be traded on the Nasdaq Capital Market.
Q:
What will Denmark shareholders receive in the merger?
A:
If the merger is completed, each share of Denmark common stock (both Class A and Class B) issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive, at the election of each Denmark shareholder, either (i) $38.10 in cash (the “per share cash consideration”), or (ii) 0.5276 of a share of Bank First’s common stock (the “per share stock consideration”), subject to customary proration and allocation procedures such that at least 80% of Denmark shares will receive the stock consideration and no more than 20% of Denmark shares will receive the cash consideration. The aggregate cash consideration will be up to $23,904,656 and the aggregate stock consideration will be up to 1,655,131 shares of Bank First common stock. As a result, if the aggregate number of Denmark common shares with respect to which a valid cash election has been made exceeds the aggregate cash consideration limit, Denmark shareholders who have elected to receive the cash consideration will receive a mixture of both stock consideration and cash consideration in accordance with the proration procedures set forth in the merger agreement so that such aggregate cash consideration limit is not exceeded. The stock consideration and the cash consideration, as well as any necessary proration thereto in accordance with the merger agreement, are collectively referred to as the merger consideration. Notwithstanding the foregoing, the merger consideration (including the per share cash consideration and per share stock consideration) is subject to a downward adjustment if Denmark’s tangible equity capital (as calculated per the merger agreement) is less than $67,565,297 at the time of the closing of the merger.
Bank First will not issue any fractional shares of Bank First common stock in the merger. Instead, a Denmark shareholder who otherwise would have received a fraction of a share of Bank First common stock will receive an amount in cash (without interest and rounded to the nearest cent) determined by multiplying (1) the per share volume weighted average price of Bank First common stock as reported on the Nasdaq Stock Market during the twenty consecutive trading days immediately prior to the fifth trading day prior to closing by (2) the fraction of a share (rounded to the nearest one hundredth of a share) of Bank First common stock to which such shareholder would otherwise be entitled to receive.
Q:
How do I make an election to receive Bank First common stock or cash for my Denmark common stock?
A:
Each holder of record of Denmark common stock will be mailed a form of election/letter of transmittal and other appropriate and customary transmittal materials not less than 20 business days prior to the election deadline. The deadline for holders of Denmark common stock to elect the form of the merger consideration they want to receive is the later of (i) the date of the Denmark special meeting and (ii) the date which Bank First and Denmark agree is five business days prior to the anticipated effective time of the merger, which we refer to as the election deadline. The election form will specify the election deadline. Each holder of Denmark common stock should specify in the election form (1) the number of shares of Denmark common stock that such shareholder elects to have exchanged for the stock consideration, and (2) the number of shares of Denmark common stock such shareholder elects to have exchanged for the cash consideration. All such elections are subject to adjustment on a pro rata basis as described elsewhere in this joint proxy statement/prospectus. Holders of Denmark common stock will receive their merger consideration as promptly as practicable following the effective time of the merger, subject to the holders submitting their properly completed letter of transmittal and other transmittal materials. Because of the way the election and proration procedures work, even if you submit a properly completed and signed election form, it is possible that you may not receive exactly the type of merger consideration you have elected. If you do not submit a properly completed and signed election
 
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form to the exchange agent by the election deadline, you will have no control over the type of merger consideration you will receive and, as a result, you will receive only stock consideration in the merger.
If you hold shares in “street name” through a bank, broker, nominee or other holder of record you must follow the instructions provided by the bank, broker, nominee or other holder of record to make an election.
Q:
Am I guaranteed to receive the type of merger consideration that I elect?
A:
Not unless you elect to receive 100% stock consideration. Subject to customary allocation and proration procedures, the merger agreement requires that at least 80% of Denmark shares will receive the stock consideration and no more than 20% of Denmark shares will receive the cash consideration. If more Denmark shareholders make valid elections to receive cash than is available pursuant to the terms of the merger agreement, Denmark shareholders electing cash will have the cash proportionately reduced and substituted with stock consideration. Please see “The Merger Agreement — Merger Consideration” beginning on page 88 and “The Merger Agreement — Procedures for Converting Shares of Denmark Common Stock into Merger Consideration” beginning on page 90 for additional information about the allocation and proration procedures that will be followed in the event of over-elections for cash consideration.
Q:
What happens if I fail to make a valid election as to whether to receive stock or cash?
A:
If a Denmark shareholder does not return a properly completed form of election by the election deadline, such holder’s shares of Denmark common stock will be considered “non-election shares” and will be converted into the right to receive only stock consideration in the merger. Any shareholder who has not submitted their physical stock certificate(s) with a form of election will be sent materials after the merger closes to effect the exchange of their Denmark common stock into the merger consideration.
Q:
What happens to outstanding Denmark restricted stock awards in the merger?
A:
Immediately prior to the effective time of the merger, all outstanding shares of Denmark common stock subject to vesting restrictions granted under Denmark benefit plans (which we refer to as “Denmark restricted stock”) will become fully vested. At the effective time of the merger, each share of Denmark restricted stock that is outstanding immediately prior to the closing of the merger will be cancelled and converted automatically (without any further action on part of the holder thereto) into the right to receive, at the election of the holder, the applicable merger consideration. In addition, all dividends previously declared and paid, but held by Denmark on account for the Denmark shareholders with respect to such Denmark restricted stock, shall be paid in cash by Denmark to such Denmark shareholders.
Q:
What happens to outstanding options under Denmark’s 2017 Employee Stock Purchase Plan (“Denmark ESPP”)?
A:
Prior to the effective time of the merger, the Denmark board will take such actions with respect to the Denmark employee stock purchase plan, which we refer to as the Denmark ESPP, necessary to provide that (i) except to the extent necessary to comply with applicable law, participation in the Denmark ESPP will be limited to those employees who are participants on the date of the merger agreement, (ii) except to the extent necessary to comply with law, participants may not increase their payroll deduction elections or rate of contributions from those in effect on the date of the merger agreement or make any separate non-payroll contributions to the Denmark ESPP on or following the date of the merger agreement, (iii) no new offering period will be commenced after the date of the merger agreement, (iv) the offering period in progress as of the effective time of the merger will be shortened and each outstanding option under the Denmark employee stock purchase plan will be exercised automatically ten business days prior to the effective time of the merger, and (v) the plan will terminate effective as of the effective time of the merger.
Q:
Will the value of the merger consideration change between the date of this joint proxy statement/prospectus and the time the merger is completed?
 
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A:
Yes. Although the number of shares of Bank First common stock that Denmark shareholders will receive for each share of Denmark common stock they own is fixed, the market value of the per share stock consideration and the aggregate merger consideration will fluctuate with the market price of Bank First common stock and will not be known at the time Denmark or Bank First shareholders vote on the merger. Bank First common stock is currently quoted on the Nasdaq Capital Market under the symbol “BFC.”
Q:
What will happen to shares of Bank First common stock in the merger?
A:
Nothing. Each share of Bank First common stock outstanding will remain outstanding as a share of Bank First common stock following the effective time of the merger.
Q:
When and where are the Denmark special meeting and Bank First special meeting?
A:
Denmark Special Meeting:   The Denmark special meeting will be held virtually, on [      ], at [      ], Central Time. The meeting will be held in an online-only virtual format. To access the Denmark special meeting online, please go to [      ]. This page will include a link to register for the event and instructions for accessing the Denmark special meeting.
Bank First Special Meeting:   The Bank First special meeting will be held virtually, on [      ], at [      ], Central Time. The meeting will be held in an online-only virtual format. To access the Bank First special meeting online, please go to [      ]. This page will include a link to register for the event and instructions for accessing the Bank First special meeting.
Q:
Who is entitled to vote at each special meeting?
A:
Denmark Special Meeting:   All holders of Denmark common stock (both Class A and Class B) who held shares at the close of business on [      ], 2022 (which we refer to as the “Denmark record date”) are entitled to receive notice of and to attend the Denmark special meeting, provided that such shares of Denmark common stock remain outstanding on the date of the Denmark special meeting. Although all holders of Denmark common stock as of the Denmark record date are entitled to receive notice of the Denmark special meeting, only holders of Denmark’s Class A common stock will be entitled to vote at the Denmark special meeting. Denmark’s Class B common stock is non-voting stock and, therefore, holders thereof shall not be entitled to vote at the Denmark special meeting.
Bank First Special Meeting:   All holders of Bank First common stock who held shares at the close of business on [      ], 2022 (which we refer to as the “Bank First record date”) are entitled to receive notice to attend and to vote at the Bank First special meeting, provided that such shares of Bank First common stock remain outstanding on the date of the Bank First special meeting.
Q:
What are Denmark Class A common shareholders being asked vote on and why is this approval necessary?
A:
Denmark Class A common shareholders are being asked to vote on the following proposals at the Denmark special meeting:

the approval of the merger agreement and the transactions contemplated thereby, including the merger (which we refer to as the “Denmark merger proposal”); and

the approval of the adjournment of the Denmark special meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of the Denmark merger proposal (which we refer to as the “Denmark adjournment proposal”).
Shareholder approval of the Denmark merger proposal is required for completion of the merger. Denmark will transact no other business at the Denmark special meeting, except for business properly brought before the Denmark special meeting or any adjournment or postponement thereof.
Each director and executive officer of Denmark (who collectively own approximately [      ]% of the outstanding shares of Denmark Class A common stock) has entered into a voting agreement with Bank First agreeing to, among other things, vote their shares of Denmark Class A common stock in favor of the merger agreement and the transactions contemplated thereby and against any acquisition
 
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proposals or any actions that would result in a breach of any covenant, representation or warranty of Denmark in the merger agreement.
Q:
What are Bank First shareholders being asked to vote on and why is this approval necessary?
A:
Bank First shareholders are being asked to vote on the following proposals at the Bank First special meeting:

the approval of the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of Bank First common stock as merger consideration (which we refer to as the “Bank First merger proposal”); and

the approval of the adjournment of the Bank First special meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of the Bank First merger proposal (which we refer to as the “Bank First adjournment proposal”).
Shareholder approval of the Bank First merger proposal is required for completion of the merger. Bank First will transact no other business at the Bank First special meeting, except for business properly brought before the Bank First special meeting or any adjournment or postponement thereof.
Each director and executive officer of Bank First (who collectively own approximately [      ]% of the outstanding Bank First shares) has entered into a voting agreement with Denmark agreeing to, among other things, vote their shares of Bank First common stock in favor of the merger agreement and the transactions contemplated thereby, including the issuance of shares of Bank First common stock as merger consideration in the merger.
Q:
What constitutes a quorum at each special meeting?
A:
Denmark Special Meeting:   The presence, in person or represented by proxy, of at least a majority of the total number of outstanding shares of Denmark Class A common stock entitled to vote is necessary in order to constitute a quorum for purposes of the matters being voted on at the Denmark special meeting.
Bank First Special Meeting:   The presence, in person or represented by proxy, of at least a majority of the total number of outstanding shares of Bank First common stock entitled to vote is necessary in order to constitute a quorum for purposes of the matters being voted on at the Bank First special meeting.
Abstentions and shares held of record by a broker or nominee that are voted on any matter are included in determining whether a quorum exists. Broker non-votes, if any, will not be included in determining whether a quorum exists.
Q:
What is the vote required to approve each proposal at the Denmark special meeting?
A:
Denmark merger proposal:   Approval of the Denmark merger proposal requires the affirmative vote of a majority of the outstanding shares of Denmark Class A common stock entitled to vote thereon. If you fail to vote in person or by proxy or fail to instruct your bank, broker or other nominee to vote, or if you mark “ABSTAIN” on your proxy card, with respect to the Denmark merger proposal, it will have the same effect as a vote “AGAINST” the Denmark merger proposal. Denmark Class A common shareholders must approve the Denmark merger proposal in order for the merger to occur. If Denmark Class A common shareholders fail to approve the Denmark merger proposal, the merger will not occur.
Denmark adjournment proposal:   Assuming a quorum is present, approval of the Denmark adjournment proposal (if necessary or appropriate) requires the affirmative vote of a majority of the votes cast on such proposal at the Denmark special meeting. If you fail to vote in person or by proxy or fail to instruct your bank, broker or other nominee to vote, or if you mark “ABSTAIN” on your proxy card, with respect to the Denmark adjournment proposal, you will not be deemed to have cast a vote with respect to such proposal, and it will have no effect on such proposal. Denmark’s Class A common shareholders are not required to approve the Denmark adjournment proposal in order for the merger to occur. If Denmark’s Class A common shareholders fail to approve the Denmark adjournment proposal, but approve the Denmark merger approval, the merger may nonetheless occur.
 
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Q:
Do holders of Denmark Class B common stock have rights in connection with the merger that are different from or in addition to the rights of holders of Denmark Class A Common Stock?
A:
Yes. While holders of Denmark Class B common stock are entitled to receive notice of and to attend the Denmark special meeting, their shares are non-voting shares and, therefore, not entitled to vote on the merger proposal or the adjournment proposal. Only shares of Denmark’s voting Class A common stock are entitled to vote on the Denmark merger proposal and the Denmark adjournment proposal at the special meeting. Nevertheless, should the merger be approved and completed, Denmark’s Class B common shareholders are entitled to identical rights as its Class A common shareholders with respect to the amount and type of consideration to be received in the merger, as well as with respect to dissenters’ rights.
Q:
What is the vote required to approve each proposal at the Bank First special meeting?
A:
Bank First merger proposal:   Approval of the Bank First merger proposal requires the affirmative vote of a majority of the outstanding shares of Bank First common stock entitled to vote thereon. If you fail to vote in person or by proxy or fail to instruct your bank, broker or other nominee to vote, or if you mark “ABSTAIN” on your proxy card, with respect to the Bank First merger proposal, it will have the same effect as a vote “AGAINST” the Bank First merger proposal. Bank First shareholders must approve the Bank First merger proposal in order for the merger to occur. If Bank First shareholders fail to approve the Bank First merger proposal, the merger will not occur.
Bank First adjournment proposal:   Assuming a quorum is present, approval of the Bank First adjournment proposal (if necessary or appropriate) requires that the number of votes cast in favor of “FOR” the Bank First adjournment proposal exceed the number of votes cast “AGAINST” the Bank First adjournment proposal. If you fail to vote in person or by proxy or fail to instruct your bank, broker or other nominee to vote, or if you mark “ABSTAIN” on your proxy card, with respect to the Bank First adjournment proposal, you will not be deemed to have cast a vote with respect to such proposal, and it will have no effect on such proposal. Bank First’s shareholders are not required to approve the Bank First adjournment proposal in order for the merger to occur. If Bank First’s shareholders fail to approve the Bank First adjournment proposal, but approve the Bank First merger proposal, the merger may nonetheless occur.
Q:
Will the shares of Bank First common stock that Denmark shareholders receive in the merger be freely transferable?
A:
Yes. The Bank First common stock issued in the merger will be transferable free of restrictions under federal and state securities laws.
Q:
What are the conditions to complete the merger?
A:
The obligations of Denmark and Bank First to complete the merger are subject to the satisfaction or waiver of certain closing conditions contained in the merger agreement, including the receipt of required regulatory approvals, tax opinions, approval of the Denmark merger proposal by Denmark’s Class A common shareholders and the Bank First merger proposal by Bank First’s shareholders. For more information, see “The Merger Agreement — Conditions to Complete the Merger” beginning on page 104.
Q:
When will the merger be completed?
A:
We will complete the merger when all of the conditions to complete the merger contained in the merger agreement are satisfied or waived, including the receipt of required regulatory approvals and approval of the approval of the Denmark merger proposal by Denmark’s Class A common shareholders and the Bank First merger proposal by Bank First’s shareholders. While we expect the merger to be completed as early as the third quarter of 2022, because fulfillment of some of the conditions to complete the merger is not entirely within our control, we cannot assure you of the actual timing.
Q:
How does the Denmark board of directors and the Bank First board of directors recommend that I vote?
A:
The Denmark board of directors has unanimously approved the merger agreement and the transactions contemplated thereby, including the merger, and unanimously recommends that Denmark Class A
 
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common shareholders vote “FOR” the Denmark merger proposal and “FOR” the Denmark adjournment proposal (if necessary or appropriate).
The Bank First board of directors has unanimously approved the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of Bank First common stock as merger consideration, and unanimously recommends that Bank First shareholders vote “FOR” the Bank First merger proposal and “FOR” the Bank First adjournment proposal (if necessary or appropriate).
Q:
What do I need to do now?
A:
After you have carefully read this joint proxy statement/prospectus and have decided how you wish to vote your shares, please vote your shares promptly using the enclosed proxy card so that your shares are represented and voted at the special meeting. If you hold your shares in your name as a shareholder of record, in order to vote your shares you must complete, sign, date and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. Alternately, you may vote online or by telephone, as described below. If you hold your shares in “street name” through a bank or broker, you must direct your bank or broker how to vote in accordance with the instructions you have received from your bank or broker. “Street name” shareholders who wish to vote in person at their special meeting will need to obtain a legal proxy from the institution that holds their shares.
Q:
How many votes do I have?
A:
Denmark Class A common shareholders and Bank First shareholders are entitled to one vote on each proposal to be considered at the respective company’s special meeting for each share of Denmark Class A common stock or Bank First common stock owned as of the record date for the respective company’s special meeting, as applicable.
Q:
How do I vote?
A:
If you are a shareholder of record of Denmark Class A common stock as of [      ], 2022, the Denmark record date, you may have your shares of Denmark Class A common stock voted on the matters to be presented at the Denmark special meeting in any of the following ways:

You may vote online.   You may vote online by accessing www.voteproxy.com. Have your proxy card available.

You may vote by telephone.   You may vote by telephone by calling toll-free [      ]. Have your proxy card available.

You may vote by mail.   You may vote by mail by completing, signing, dating and returning the enclosed proxy card to American Stock Transfer & Trust Company, LLC, Attn: Proxy Services, 6201 15th Avenue, Brooklyn, NY 11219.

You may vote in person at the virtual meeting.   You may vote by attending the virtual meeting and casting your vote in person at the virtual meeting.
If you are a shareholder of record of Bank First as of [      ], 2022, the Bank First record date, you may have your shares of Bank First common stock voted on the matters to be presented at the Bank First special meeting in any of the following ways:

You may vote online.   You may vote online by accessing [      ]. Have your proxy card available.

You may vote by telephone.   You may vote by telephone by calling toll-free [      ]. Have your proxy card available.

You may vote by mail.   You may vote by mail by completing, signing, dating and returning the enclosed proxy card to Computershare Proxy Services, P.O. Box 505008, Louisville, KY 40233-9814.

You may vote in person at the virtual meeting.   You may vote by attending the virtual meeting and casting your vote in person at the virtual meeting.
 
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If you intend to submit your proxy by mail, your completed proxy card must be received prior to your respective company’s shareholder meeting. Demark Class A common shareholders who intend to submit a proxy by telephone or via the internet must do so by 11:59 p.m. Central Time on the day before the Denmark special meeting. Bank First shareholders who intend to submit a proxy by telephone or via the internet must do so by 11:59 p.m. Central Time on the day before the Bank First special meeting.
If you are a shareholder of record of Denmark Class A common stock as of the Denmark record date or a shareholder of record of Bank First common stock as of the Bank First record date, you may also cast your vote virtually at your respective company’s special meeting. If you plan to attend your respective company’s special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, for both the Denmark special meeting and the Bank First special meeting, you must register in advance for the virtual meeting, and if you hold your shares in “street name,” you must also submit proof of your “legal proxy” from your broker, bank or other nominee reflecting your Denmark or Bank First common stock ownership prior to the date of your company’s special meeting, as applicable. Each of Denmark and Bank First reserves the right to refuse admittance to anyone who did not properly register for the virtual meeting. The use of cameras, sound recording equipment, communications devices or any similar equipment during the Denmark or Bank First special meeting is prohibited without express written consent of Denmark or Bank First, as applicable. Whether or not you intend to be present at the special meeting, you are urged to complete, sign, date and return the enclosed proxy card to Denmark or Bank First, as applicable, in the enclosed postage-paid envelope or submit a proxy by telephone or via the internet as described on the enclosed instructions as soon as possible. If you are then present at the virtual meeting and wish to vote your shares virtually, your original proxy may be revoked by attending and voting at the relevant company’s special meeting.
If you hold your shares in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. If your shares are held in “street name,” you must obtain a legal proxy, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to vote your shares in person at the relevant company’s shareholder meeting.
Q:
What is the difference between a shareholder of record and a “street name” holder?
A:
If you are a shareholder of either Denmark or Bank First and if your shares of Denmark or Bank First common stock are registered directly in your name, you are considered the shareholder of record with respect to those shares of stock. If your shares of stock are held in a stock brokerage account or by a bank or other nominee, the nominee is considered the record holder of those shares. You are considered the beneficial owner of those shares, and your shares are held in “street name.” If your shares are held in “street name,” this joint proxy statement/prospectus and the proxy card, as applicable, have been forwarded to you by your nominee. As the beneficial owner, you have the right to direct your nominee concerning how to vote your shares by using the voting instructions your nominee included in the mailing or by following its instructions for voting.
Q:
If my shares are held in “street name” by my bank or broker, will my bank or broker automatically vote my shares for me?
A:
No. Your bank or broker cannot vote your shares without instructions from you. You should instruct your bank or broker how to vote your shares in accordance with the instructions provided to you. Please check the voting form used by your bank or broker. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Denmark (with respect to Denmark Class A common shareholders) or Bank First (with respect to Bank First shareholders) by voting at the special meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.
Q:
How are broker non-votes and abstentions treated?
A:
Brokers, as holders of record, are permitted to vote on certain routine matters, but not on non-routine matters. A broker non-vote occurs when a broker or nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker or nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. The
 
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Denmark merger proposal, the Denmark adjournment proposal, the Bank First merger proposal and the Bank First adjournment proposal are all non-routine matters, and a broker or nominee does not have discretionary voting power with respect to the proposals.
Abstentions and shares held of record by a broker or nominee that are voted on any matter are included in determining whether a quorum exists. Abstentions and broker non-votes will have the effect of a vote “AGAINST” the Denmark merger proposal and the Bank First merger proposal because Wisconsin law requires the merger proposals be approved by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote. However, abstentions and broker non-votes will not have the effect of a vote “AGAINST” the Denmark adjournment proposal and the Bank First adjournment proposal.
Q:
What will happen if I return my proxy card without indicating how to vote?
A:
If you sign and return your proxy card without indicating how to vote on any particular proposal, the shares of Denmark Class A common stock represented by your proxy will be voted as recommended by the Denmark board of directors with respect to such proposals or the shares of Bank First common stock represented by your proxy will be voted as recommended by the Bank First board of directors with respect to such proposals, as the case may be.
Q:
Can I change my vote?
A:
Denmark shareholders:   Yes. If you are a holder of record of Denmark Class A common stock, you may revoke your proxy or change your vote at any time prior to the Denmark special meeting by: (1) delivering written notice of revocation to Denmark Bancshares, Inc., 103 E. Main Street, Denmark, Wisconsin 54208, Attention: Corporate Secretary, (2) timely submitting another proxy online or by telephone or mail, or (3) by attending the Denmark special meeting and notifying the election officials that you wish to revoke your proxy and vote virtually. Your attendance at the Denmark special meeting will not constitute automatic revocation of the proxy unless you deliver your ballot virtually at the special meeting or deliver a written revocation pursuant to the instructions above prior to the voting of such proxy.
Bank First shareholders:   Yes. If you are a holder of record of Bank First common stock, you may revoke your proxy at any time prior to the Bank First special meeting by: (1) delivering written notice of revocation to Bank First Corporation, 402 N. 8th Street, Manitowoc, Wisconsin 54220, Attention: Corporate Secretary, (2) timely submitting another proxy online or by telephone or mail, or (3) by attending the Bank First special meeting and notifying the election officials that you wish to revoke your proxy and vote virtually. Your attendance at the Bank First special meeting will not constitute automatic revocation of the proxy unless you deliver your ballot virtually at the special meeting or deliver a written revocation pursuant to the instructions above prior to the voting of such proxy.
If your shares are held by your broker, bank or other agent as your nominee, you should follow the instructions provided by your broker, bank or other agent.
Q:
Do Denmark directors and executive officers have interests in the merger that are different from, or in addition to, the interests of Denmark shareholders?
A:
Yes. In considering the recommendation of the Denmark board of directors with respect to the merger agreement, you should be aware that Denmark’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of Denmark’s shareholders generally. Interests of officers and directors that may be different from or in addition to the interests of Denmark’s shareholders include, but are not limited to, the receipt of continued indemnification and directors’ and officers’ insurance coverage under the merger agreement, accelerated vesting of restricted stock to executive officers and directors of Denmark, a payment of $50,000 to each Denmark and Denmark State Bank outside director that entered into a non-competition and non-disclosure agreement with Bank First, a termination of employment agreement arrangement with Denmark’s Chairman, President and Chief Executive Officer that entitles him to a termination payment in lieu of the change in control payment to which he was entitled under his employment agreement, and payment of change in control
 
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payments to certain other Denmark executives. For a more complete description of these interests, see “The Merger — Interests of Denmark’s Directors and Executive Officers in the Merger” beginning on page 78.
Q:
Are Denmark shareholders entitled to exercise dissenters’ rights?
A:
Yes. Holders of record of all Denmark common stock (both Class A and Class B) are entitled to exercise dissenters’ rights in connection with the merger, provided such holders comply with the proper procedures of Subchapter XIII of the Wisconsin Business Corporation Law, or WBCL. A copy of Subchapter XIII of the WBCL is attached as Annex D to this joint proxy statement/prospectus. Holders of Denmark common stock who desire to exercise dissenters’ rights pursuant to Subchapter XIII of the WBCL are urged to consult a legal advisor before electing or attempting to exercise these rights. The value determined in the appraisal process may be more or less than the value a Denmark shareholder would receive in the merger under the terms of the merger agreement. Failure to strictly comply with the applicable Wisconsin law provisions will result in the loss of the right of appraisal. For further information, see “The Merger — Dissenters’ Rights.”
Pursuant to the merger agreement, the merger may not be completed if dissenters’ rights of appraisal are properly asserted with respect to 5% or more of the outstanding shares of Denmark common stock.
Q:
Are Bank First shareholders entitled to exercise dissenters’ rights?
A:
No.
Q:
What are the material U.S. federal income tax consequences of the merger to U.S. holders of shares of Denmark common stock?
A:
Each of Bank First and Denmark expects that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. A U.S. holder generally will recognize gain (but not loss) in an amount equal to the lesser of (i) the cash consideration (excluding cash in lieu of fractional Bank First shares) received by such holder in the merger and (ii) the excess, if any, of (a) the sum of the cash consideration (excluding cash in lieu of fractional Bank First shares) and fair market value of the stock consideration (including fractional Bank First shares deemed received) received by such holder in exchange for its Denmark common stock in the merger over (b) such holder’s tax basis in its shares of Denmark common stock. Accordingly, a U.S. holder that receives only Bank First shares in exchange for their Denmark common stock in the merger generally will not recognize gain. The obligation of Bank First and Denmark to complete the merger is conditioned upon the receipt of an opinion of their respective outside legal counsel to the effect that the merger will qualify as a “reorganization” under Section 368(a) of the Code. In addition, a U.S. holder of Denmark common stock will generally recognize gain or loss with respect to any cash received in lieu of fractional Bank First shares.
For the definition of “U.S. holder” and a more detailed discussion of the material U.S. federal tax consequences of the merger to U.S. holders, see “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 143.
THE U.S. FEDERAL INCOME TAX CONSEQUENCES DESCRIBED ABOVE MAY NOT APPLY TO ALL HOLDERS OF DENMARK COMMON STOCK. YOUR PARTICULAR TAX CONSEQUENCES WILL DEPEND ON YOUR INDIVIDUAL SITUATION. ACCORDINGLY, WE STRONGLY URGE YOU TO CONSULT YOUR INDEPENDENT TAX ADVISOR FOR A FULL UNDERSTANDING OF THE PARTICULAR TAX CONSEQUENCES OF THE MERGER TO YOU.
Q:
What happens if the merger is not completed?
A:
If the merger is not completed, holders of Denmark common stock will not receive any consideration for their shares in connection with the merger. Instead, Denmark will remain an independent company. In addition, if the merger agreement is terminated in certain circumstances, Denmark may be required to pay a termination fee. See the section of this joint proxy statement/prospectus entitled “The Merger Agreement — Termination Fee” beginning on page 105 for a discussion of the circumstances under which termination fees will be required to be paid.
 
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Q:
What happens if I sell my shares after the applicable record date but before the relevant company’s special meeting?
A:
Each of the Denmark record date and the Bank First record date is earlier than the date of the Denmark special meeting or the Bank First special meeting, as applicable, and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of Denmark common stock or Bank First common stock, as applicable, after the applicable record date but before the date of the applicable special meeting, you will retain your right to vote at such special meeting (provided that such shares remain outstanding on the date of such special meeting), but, with respect to Denmark common stock, you will not have the right to receive the merger consideration to be received by Denmark’s shareholders in connection with the merger. In order to receive the merger consideration, you must hold your shares of Denmark common stock through completion of the merger.
Q:
If I am a Denmark shareholder, should I send my Denmark stock certificates with my proxy card for the Denmark special meeting?
A:
No. You should NOT send your Denmark stock certificates with your proxy. Prior to the election deadline, Bank First, through its appointed exchange agent, will send Denmark shareholders separate instructions for exchanging Denmark stock certificates for your portion of the merger consideration. See “The Merger Agreement — Procedures for Converting Shares of Denmark Common Stock into Merger Consideration” beginning on page 90. You should, however, locate your stock certificates and keep them in a safe place to avoid any delays in receipt of the merger consideration upon completion of the merger.
Q:
Whom may I contact if I cannot locate my Denmark stock certificate(s)?
A:
If you are unable to locate your original Denmark stock certificate(s), you should contact Lori Sisel, Executive Assistant of Denmark, at (920) 863-2161 or by email to loris@denmarkstate.com. Generally, merger consideration for lost certificates cannot be delivered except upon the making of an affidavit claiming such certificate to be lost, stolen or destroyed and the posting of a bond in such amount as Bank First or the exchange agent may determine is reasonably necessary as indemnity against any claim that may be made with respect to such lost certificate.
Q:
What should I do if I receive more than one set of voting materials?
A:
Shareholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of stock and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus to ensure that you vote every share of stock that you own.
Q:
Whom should I call with questions?
A:
Denmark shareholders:   If you are a Denmark shareholder and you have any questions concerning the merger agreement, the merger or this joint proxy statement/prospectus, would like additional copies of this joint proxy statement/prospectus or need help voting your shares of Denmark Class A common stock, please contact Lori Sisel, Executive Assistant of Denmark, at (920) 863-2161 or by email to loris@denmarkstate.com.
Bank First shareholders:   If you are a Bank First shareholder and you have any questions concerning the merger agreement, the merger or this joint proxy statement/prospectus, would like additional copies of this joint proxy statement/prospectus or need help voting your shares of Bank First common stock, please contact Kelly Dvorak, Corporate Secretary of Bank First, at (920) 652-3100 or by email to kdvorak@bankfirst.com.
 
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SUMMARY
This summary highlights selected information included in this document and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents to which this document refers before you decide how to vote with respect to the merger agreement. In addition, this document incorporates by reference important business and financial information about Bank First. For a description of this information, please see “Where You Can Find More Information” beginning on page 149. You may obtain the information incorporated by reference into this document without charge by following the instructions in the section entitled “Additional Information” in the forepart of this document. Each item in this summary includes a page reference directing you to a more complete description of that item.
The Companies (page 110)
Information about Bank First
Bank First was incorporated in Wisconsin in April 1982 and serves as the bank holding company for Bank First, N.A., a national banking association headquartered in Manitowoc, Wisconsin. As of December 31, 2021, Bank First had consolidated assets of approximately $2.94 billion, loans of $2.24 billion, deposits of $2.53 billion, and stockholders’ equity of $322.7 million. As of December 31, 2021, Bank First operated 21 domestic banking offices in Wisconsin. Bank First, N.A.’s deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”).
Bank First’s common stock is listed on the Nasdaq Capital Market under the symbol “BFC.”
Bank First’s principal office is located at 402 North 8th Street, Manitowoc, Wisconsin 54229, and its telephone number at that location is (920) 652-3100.
Information about Denmark
Denmark was incorporated in Wisconsin in June 1983 and owns all of the outstanding shares of common stock of Denmark State Bank, a Wisconsin chartered bank headquartered in Denmark, Wisconsin. As of December 31, 2021, Denmark had total consolidated assets of $687.6 million, total loans of $479.4 million, total deposits of $614.5 million and total shareholders’ equity of $68.0 million. Denmark operates seven full service offices in Northeast Wisconsin. Denmark State Bank’s deposits are insured by the FDIC.
Denmark’s Class A common stock and Class B common stock are both traded on the OTCQX Market under the symbols “DMKBA” and “DMKBB,” respectively.
Denmark’s principal office is located at 103 E. Main Street, Denmark, Wisconsin 54208, and its telephone number at that location is (920) 863-2161.
The Merger
The Merger Agreement (page 88)
Bank First and Denmark entered into an Agreement and Plan of Merger, dated as of January 18, 2022, which we refer to as the merger agreement. The merger agreement governs the merger. The merger agreement is included in this joint proxy statement/prospectus as Annex A. All descriptions in this summary and elsewhere in this joint proxy statement/prospectus of the terms and conditions of the merger are qualified by reference to the merger agreement. Please read the merger agreement carefully for a more complete understanding of the merger.
The Merger (page 48)
Pursuant to the merger agreement, Denmark will merge with and into Bank First, with Bank First as the surviving company, which we refer to as the merger. Immediately after the merger, Denmark State Bank, a wholly-owned bank subsidiary of Denmark, will merge with and into Bank First’s wholly-owned bank subsidiary, Bank First, N.A., with Bank First, N.A. as the surviving bank, which we refer to as the bank merger.
 
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The Merger Consideration (page 88)
If the merger agreement is approved by the respective shareholders of Denmark and Bank First, all other conditions to consummation of the merger are satisfied or waived and the merger is completed, each share of Denmark common stock (both Class A and Class B) issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive, at the election of each Denmark shareholder, either (i) $38.10 in cash (the “per share cash consideration”), or (ii) 0.5276 of a share of Bank First’s common stock (the “per share stock consideration”), subject to customary proration and allocation procedures such that at least 80% of Denmark shares will receive the stock consideration and no more than 20% of Denmark shares will receive the cash consideration. The aggregate cash consideration will be up to $23,904,656 and the aggregate stock consideration will be up to 1,655,131 shares of Bank First common stock. As a result, if the aggregate number of Denmark common shares with respect to which a valid cash election has been made exceeds the aggregate cash consideration limit, Denmark shareholders who have elected to receive the cash consideration will receive a mixture of both stock consideration and cash consideration in accordance with the proration procedures set forth in the merger agreement so that such aggregate cash consideration limit is not exceeded. The stock consideration and the cash consideration, as well as any necessary proration thereto in accordance with the merger agreement, are collectively referred to as the merger consideration. Following the completion of the merger, former Denmark shareholders will own approximately [      ]% of the combined company based upon the number of Bank First shares outstanding as of [      ], 2022.
Although the number of shares of Bank First common stock that Denmark shareholders may choose to receive for each share of Denmark common stock they own is fixed, the market value of the merger consideration will fluctuate with the market price of Bank First common stock and will not be known at the time Denmark or Bank First shareholders vote on the merger. Bank First common stock is currently quoted on the Nasdaq Capital Market under the symbol “BFC.” On January 14, 2022, the last full trading day before the public announcement of the merger agreement, based on the last reported sale price of Bank First common stock of $71.64 per share, the 0.5276 exchange ratio represented approximately $37.80 in value for each share of Denmark common stock to be converted into Bank First common stock. Based on the closing sale price of Bank First common stock of $[      ] per share on [      ], 2022, the latest practicable trading date prior to the printing of this joint proxy statement/prospectus, the exchange ratio represented approximately $[      ] in value for each share of Denmark common stock to be converted into Bank First common stock. Denmark Class A and Class B common stock are both traded on the OTCQX Market and the last sale price on January 14, 2022, the last full trading day before the public announcement of the merger agreement, was $23.90 per share for Denmark’s Class A common stock and $23.10 per share for Denmark’s Class B common stock, and the most recent reported closing sale price of Denmark common stock on [      ], 2022 was $[      ] per share for Denmark’s Class A common stock and $[      ] per share for Denmark’s Class B common stock.
Additionally, Bank First will not issue any fractional shares of Bank First common stock in the merger. Instead, a Denmark shareholder who otherwise would have received a fraction of a share of Bank First common stock will receive an amount in cash (without interest and rounded to the nearest cent) determined by multiplying (1) the per share volume weighted average price of Bank First common stock as reported on the Nasdaq Stock Market during the twenty consecutive trading days immediately prior to the fifth trading day prior to closing by (2) the fraction of a share (rounded to the nearest one hundredth of a share) of Bank First common stock to which such shareholder would otherwise be entitled to receive.
The aggregate merger consideration (including the per share cash consideration and per share stock consideration) is also subject to a downward adjustment based on Denmark’s tangible equity capital at closing. If Denmark’s tangible equity capital (as calculated per the merger agreement) is less than $67,565,297 (which we refer to as the “Denmark equity minimum”) at the time of the closing of the merger, then the aggregate merger consideration will be adjusted downward by an amount that is reflective of the overall shortfall between the Denmark equity minimum and Denmark’s tangible equity capital at closing.
Treatment of Denmark Restricted Stock (page 90)
Immediately prior to the effective time of the merger, all outstanding shares of Denmark common stock subject to vesting restrictions granted under Denmark benefit plans (which we refer to as “Denmark
 
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restricted stock”) will become fully vested. At the effective time of the merger, each share of Denmark restricted stock that is outstanding immediately prior to the closing of the merger will be cancelled and converted automatically (without any further action on part of the holder thereto) into the right to receive, at the election of the holder, the applicable merger consideration. In addition, all dividends previously declared and paid, but held by Denmark on account for the Denmark shareholders with respect to such Denmark restricted stock, shall be paid in cash by Denmark to such Denmark shareholders.
Treatment of Outstanding Options under Denmark ESPP (page 90)
Prior to the effective time of the merger, the Denmark board will take such actions with respect to the Denmark employee stock purchase plan, which we refer to as the Denmark ESPP, necessary to provide that (i) except to the extent necessary to comply with applicable law, participation in the Denmark ESPP will be limited to those employees who are participants on the date of the merger agreement, (ii) except to the extent necessary to comply with law, participants may not increase their payroll deduction elections or rate of contributions from those in effect on the date of the merger agreement or make any separate non-payroll contributions to the Denmark ESPP on or following the date of the merger agreement, (iii) no new offering period will be commenced after the date of the merger agreement, (iv) the offering period in progress as of the effective time of the merger will be shortened and each outstanding option under the Denmark employee stock purchase plan will be exercised automatically ten business days prior to the effective time of the merger, and (v) the plan will terminate effective as of the effective time of the merger.
Election and Exchange Procedures (page 90)
The merger agreement allows each Denmark shareholder to make an election to exchange their shares of Denmark common stock for either the per share cash consideration, the per share stock consideration, or a combination thereof. At least 20 business days prior to the later of (1) the date of the Denmark special meeting or (2) a date agreed upon by Denmark and Bank First that is as near as practicable to five business days prior to the expected closing date, which date we refer to as the election deadline, Bank First will cause the exchange agent to send the Denmark shareholders election forms, which will include the appropriate form of letter of transmittal. Denmark shareholders can specify on such election form the number of their shares of Denmark common stock for which they desire to receive the cash consideration, the number of shares for which they desire to receive the stock consideration, or to indicate that such shareholder has no preference as to the receipt of the cash consideration or stock consideration. The election forms must be returned to the exchange agent, along with certificates representing the shares subject to such election form, or a customary affidavit of loss and indemnity agreement, by the election deadline. Any shares of Denmark common stock for which an election has not been properly made by the election deadline will be considered non-election shares and will be converted into the right to receive only the stock consideration. No later than five business days after the effective time of the merger, the exchange agent will allocate the merger consideration, as discussed in further detail below under “The Merger Agreement — Procedures for Converting Shares of Denmark Common Stock into Merger Consideration.” However, pursuant to the merger agreement, at least 80% of Denmark shares will receive the stock consideration and no more than 20% of Denmark shares will receive the cash consideration
Exchange Procedures (page 90)
The conversion of Denmark common stock into the right to receive the merger consideration will occur automatically at the effective time of the merger. After completion of the merger, the exchange agent will exchange certificates representing shares of Denmark common stock for the merger consideration to be received pursuant to the terms of the merger agreement.
Recommendation of the Denmark Board of Directors (page 40)
Denmark’s board of directors has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of Denmark and its shareholders and has unanimously approved the merger, the merger agreement and the transactions contemplated by the merger agreement. Denmark’s board of directors unanimously recommends that Denmark Class A common shareholders vote “FOR” the Denmark merger proposal and “FOR” the Denmark adjournment proposal (if
 
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necessary or appropriate). For the factors considered by Denmark’s board of directors in reaching its decision to approve the merger, see “The Merger — Denmark’s Reasons for the Merger; Recommendation of the Denmark Board of Directors” on page 52.
Opinion of Denmark’s Financial Advisor (page 54 and Annex B)
On January 14, 2022, Piper Sandler & Co., referred to as Piper Sandler, rendered an opinion to the Denmark board of directors to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Piper Sandler as set forth in such opinion, the merger consideration to be received in the proposed transaction was fair, from a financial point of view, to Denmark’s common shareholders. The full text of the written opinion of Piper Sandler is attached as Annex B to this document. Denmark shareholders should read the entire opinion for a discussion of, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion.
The opinion of Piper Sandler is addressed to the Denmark board of directors, is directed only to the fairness, from a financial point of view, of the merger consideration to be received by the holders of Denmark common stock and does not constitute a recommendation to any Denmark shareholder as to how such shareholder should vote with respect to the merger or any other matter at the Denmark special meeting.
For further information, please see the section entitled “The Merger — Opinion of Denmark’s Financial Advisor” beginning on page 54.
Recommendation of the Bank First Board of Directors (page 44)
Bank First’s board of directors has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement, including the issuance of shares of Bank First common stock as merger consideration, are advisable and in the best interests of Bank First and its shareholders and has unanimously approved the merger, the merger agreement and the transactions contemplated by the merger agreement. Bank First’s board of directors unanimously recommends that Bank First shareholders vote “FOR” the Bank First merger proposal and “FOR” the Bank First adjournment proposal (if necessary or appropriate). For the factors considered by Bank First’s board of directors in reaching its decision to approve the merger, see “The Merger — Bank First’s Reasons for the Merger; Recommendation of the Bank First Board of Directors” on page 65.
Opinion of Bank First’s Financial Advisor (page 67 and Annex C)
On January 18, 2022, at the request of the Bank First board of directors, representatives of Hovde Group, LLC, referred to as Hovde, rendered an opinion, dated January 18, 2022, to the Bank First board of directors that, as of such date and based upon and subject to the qualifications, assumptions and other matters considered in connection with the preparation of its opinion, the aggregate consideration, consisting of the per share merger consideration of either 0.5276 of a share of Bank First common stock or $38.10 in cash, subject to certain adjustments and allocations set forth in the merger agreement to holders of shares of Denmark common stock, including Denmark restricted stock, to be issued and paid in the merger pursuant to the merger agreement is fair, from a financial point of view, to Bank First.
The full text of the written opinion of Hovde, dated January 18, 2022, which sets forth, among other things, the various qualifications, assumptions and limitations on the scope of the review undertaken, is attached as Annex C to this document. Hovde provided its opinion for the information and assistance of the Bank First board of directors (solely in its capacity as such) in connection with, and for purposes of, its consideration of the merger and its opinion only addresses whether the merger consideration to be issued and paid in the merger pursuant to the merger was fair, from a financial point of view, to Bank First as of January 18, 2022. The opinion of Hovde did not address any other term or aspect of the merger agreement or the merger contemplated thereby. The Hovde opinion does not constitute a recommendation to the Bank First board of directors, the Bank First shareholders, the Denmark board of directors, the Denmark shareholders or any shareholder or any other person as to how such person should act with respect to the merger or any other matter.
 
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For further information, please see the section entitled “The Merger — Opinion of Bank First’s Financial Advisor” beginning on page 67.
The Denmark Special Meeting (page 40)
The special meeting of Denmark shareholders will be held virtually on [           ], 2022, at [      ], Central Time. To access the Denmark special meeting online, please go to [      ]. This page will include a link to register for the event and instructions for accessing the Denmark special meeting. At the special meeting, Denmark Class A common shareholders will be asked to vote on the Denmark merger proposal and the Denmark adjournment proposal. Denmark’s Class B common stock is non-voting stock and, therefore, holders thereof shall not be entitled to vote at the Denmark special meeting.
The Denmark board of directors has fixed the close of business on [      ], 2022 as the Denmark record date, which is the date for determining (1) the holders of Denmark common stock (both Class A and Class B) entitled to receive notice of the Denmark special meeting, and (2) the holders of Denmark Class A common stock entitled to vote at the Denmark special meeting. As of the Denmark record date, there were [           ] shares of Denmark Class A common stock outstanding and entitled to vote at the Denmark special meeting held by [           ] holders of record.
Shareholder approval of the Denmark merger proposal is required to complete the merger. Denmark will transact no business other than as listed above at the Denmark special meeting, except for business properly brought before the Denmark special meeting or any adjournment or postponement thereof. Each share of Denmark Class A common stock entitles the holder thereof to one vote at the Denmark special meeting on each proposal to be considered at the Denmark special meeting.
The presence, in person or represented by proxy, of at least a majority of the total number of outstanding shares of Denmark Class A common stock entitled to vote is necessary in order to constitute a quorum for purposes of the matters being voted on at the Denmark special meeting.
Approval of the Denmark merger proposal requires the affirmative vote of a majority of the outstanding shares of Denmark Class A common stock entitled to vote thereon. Assuming a quorum is present, approval of the Denmark adjournment proposal (if necessary or appropriate) requires the affirmative vote of a majority of the votes cast on such proposal at the Denmark special meeting. Denmark Class A common shareholders must approve the Denmark merger proposal in order for the merger to occur. Denmark Class A common shareholders are not, however, required to approve the Denmark adjournment proposal in order for the merger to occur. If Denmark Class A common shareholders fail to approve the Denmark adjournment proposal, but approve the Denmark merger proposal, the merger may nonetheless occur.
Each director and executive officer of Denmark (who collectively own approximately [      ]% of the outstanding shares of Denmark Class A common stock as of the Denmark record date) has entered into a voting agreement with Bank First agreeing to, among other things, vote their shares of Denmark Class A common stock in favor of the merger agreement and the transactions contemplated thereby and against any acquisition proposals or any actions that would result in a breach of any covenant, representation or warranty of Denmark in the merger agreement.
Even if you expect to attend the special meeting of shareholders, Denmark recommends that you promptly complete and return your proxy card in the enclosed return envelope. Alternatively, you may vote through the internet or by telephone. Information and applicable deadlines for voting by internet or by telephone are set forth in the enclosed proxy card instructions.
The Bank First Special Meeting (page 44)
The Bank First special meeting will be held virtually, on [           ], at [      ], Central Time. To access the Bank First special meeting online, please go to [           ]. This page will include a link to register for the event and instructions for accessing the Bank First special meeting. At the special meeting, Bank First shareholders will be asked to vote on the Bank First merger proposal and the Bank First adjournment proposal.
 
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The Bank First board of directors has fixed the close of business on [           ], 2022 as the Bank First record date for determining the holders of Bank First common stock entitled to receive notice of, and to vote at, the Bank First special meeting. As of the Bank First record date, there were [      ] shares of Bank First common stock outstanding and entitled to vote at the Bank First special meeting held by [      ] holders of record.
Shareholder approval of the Bank First merger proposal is required to complete the merger. Bank First will transact no business other than as listed above at the Bank First special meeting, except for business properly brought before the Bank First special meeting or any adjournment or postponement thereof. Each share of Bank First common stock entitles the holder thereof to one vote at the Bank First special meeting on each proposal to be considered at the Bank First special meeting.
The presence, in person or represented by proxy, of at least a majority of the total number of outstanding shares of Bank First common stock entitled to vote is necessary in order to constitute a quorum for purposes of the matters being voted on at the Bank First special meeting.
Approval of the Bank First merger proposal requires the affirmative vote of a majority of the outstanding shares of Bank First common stock entitled to vote thereon. Assuming a quorum is present, approval of the Bank First adjournment proposal (if necessary or appropriate) requires that the number of votes cast “FOR” the Bank First adjournment proposal exceed the number of votes cast “AGAINST” the Bank First adjournment proposal. Bank First shareholders must approve the Bank First merger proposal in order for the merger to occur. Bank First shareholders are not, however, required to approve the Bank First adjournment proposal in order for the merger to occur. If Bank First shareholders fail to approve the Bank First adjournment proposal, but approve the Bank First merger proposal, the merger may nonetheless occur.
Each director and executive officer of Bank First (who collectively own approximately [      ]% of the outstanding shares of Bank First common stock as of the Bank First record date) has entered into a voting agreement with Denmark agreeing to, among other things, vote their shares of Bank First common stock in favor of the merger agreement and the transactions contemplated thereby.
Even if you expect to attend the special meeting of shareholders, Bank First recommends that you promptly complete and return your proxy card in the enclosed return envelope. Alternatively, you may vote through the internet or by telephone. Information and applicable deadlines for voting by internet or by telephone are set forth in the enclosed proxy card instructions.
Interests of Denmark’s Directors and Executive Officers in the Merger (page 78)
Denmark shareholders should be aware that Denmark’s directors and executive officers have interests in the merger and have arrangements that are different from, or in addition to, those of Denmark shareholders generally. These interests and arrangements may create potential conflicts of interest. Denmark’s board of directors was aware of these interests and considered these interests, among other matters, in adopting and approving the merger agreement and the transactions contemplated by the merger agreement, including the merger, and in recommending that Denmark Class A common shareholders vote in favor of the Denmark merger proposal.
These interests include:

the right to continued indemnification and directors’ and officers’ liability insurance coverage;

certain executive officers of Denmark have change in control agreements with Denmark that provide for cash payments in the event of a qualifying termination of employment in connection with a change in control;

the President, Chief Executive Officer and Chairman of Denmark entering into a termination of employment agreement with Bank First, N.A. that will become effective as of the effective date of the merger, which provides for a termination payment in lieu of the change in control payment he was entitled to under his existing employment agreement;

a payment of $50,000 to each Denmark and Denmark State Bank outside director that entered into a non-competition and non-disclosure agreement with Bank First; and
 
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accelerated vesting of restricted stock to executive officers and directors of Denmark.
For a more complete description of these interests, see “The Merger — Interests of Denmark’s Directors and Executive Officers in the Merger” beginning on page 78 and “The Merger Agreement — Indemnification and Directors’ and Officers’ Insurance” beginning on page 101.
Board Composition and Management of Bank First after the Merger (page 78)
Each of the officers and directors of Bank First immediately prior to the effective time of the merger will be the officers and directors of the surviving company from and after the effective time of the merger, provided, however, that Bank First may consider adding one current member of the Denmark board of directors to the Bank First board of directors, with such Denmark director to be mutually agreed upon by Bank First and Denmark (the “Denmark Director”). The Denmark Director will need to comply with and be subject to Bank First’s corporate governance policies and qualify as an “independent director,” as such term is defined in NASDAQ Marketplace Rule 5605(a)(2).
Regulatory Approvals Required for the Merger (page 86)
Both Bank First and Denmark have agreed to use their reasonable best efforts to obtain all regulatory approvals (or waivers) required or advisable to complete the transactions contemplated by the merger agreement. These approvals include, among others, approval from the Board of Governors of the Federal Reserve System, or the Federal Reserve Board, the Office of the Comptroller of the Currency, or the OCC, the Wisconsin Department of Financial Institutions, or the WDFI, and various securities and other regulatory authorities. The U.S. Department of Justice is also able to provide input into the approval process of federal banking agencies and will have between 15 and 30 days following any approval of a federal banking agency to challenge the approval on antitrust grounds. The parties cannot be certain when or if they will obtain approval from the Federal Reserve Board, OCC or the WDFI or, if obtained, whether such approval will contain terms, conditions or restrictions not currently contemplated that will be detrimental to or have a material adverse effect on the combined company after the completion of the merger.
Conditions to Complete the Merger (page 104)
Currently, Bank First and Denmark expect to complete the merger in the third quarter of 2022. As more fully described in this joint proxy statement/prospectus and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include, among others:

approval of the merger agreement by the holders of at least a majority of the outstanding shares of Denmark Class A common stock entitled to vote at the Denmark special meeting and by the holders of at least a majority of the outstanding shares of Bank First common stock entitled to vote at the Bank First special meeting;

the receipt of required regulatory approvals or waivers, including the approval or waiver from the Federal Reserve and the approvals of the OCC and WDFI, which are necessary to consummate the merger and the expiration of all statutory waiting periods without the imposition of any burdensome condition;

the absence of any injunction, order or decree restraining, enjoining or otherwise prohibiting the merger or any of the other transactions contemplated by the merger agreement or making the completion of the merger illegal;

the effectiveness under the Securities Act of the registration statement on Form S-4 of which this joint proxy statement/prospectus is a part, and the absence of the issuance of a stop order or the initiation or threat by the SEC of proceedings for that purpose;

the receipt of all required consents and approvals identified by the merger agreement;

each party’s receipt of a tax opinion from its respective outside legal counsel, dated the closing date of the merger, to the effect that the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code;
 
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the Bank Plan of Merger and Merger Agreement in the form attached as Exhibit C to the merger agreement attached as Annex A to this document being executed and delivered;

the absence of 5% or more of the outstanding shares of Denmark’s common stock exercising their dissenters’ rights;

the absence of any material adverse effect in the financial condition, business or results of operations of Denmark, Denmark State Bank, Bank First or Bank First, N.A.;

the shares of Bank First common stock being approved for listing on the Nasdaq Capital Market;

the continued accuracy of the representations and warranties made by the parties in the merger agreement; and

the performance by each party of its respective obligations under the merger agreement.
Neither Denmark nor Bank First can provide assurance as to when or if all of the conditions to the merger can or will be satisfied or waived by the appropriate party, or that the merger will be completed. For more information see “The Merger Agreement — Conditions to Complete the Merger” beginning on page 104.
No Solicitation (page 101)
Under the merger agreement, Denmark has agreed that it will not, and will cause its representatives not to, directly or indirectly, (1) initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an acquisition proposal, (2) participate in any discussions or negotiations regarding any acquisition proposal or furnish, or otherwise afford access, to any person (other than Bank First) any information or data with respect to Denmark or any of its subsidiaries or otherwise relating to an acquisition proposal, (3) release any person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which Denmark is a party, or (4) enter into any agreement, confidentiality agreement, agreement in principle or letter of intent with respect to any acquisition proposal or approve or resolve to approve any acquisition proposal or any agreement, agreement in principle or letter of intent relating to an acquisition proposal.
However, prior to obtaining Denmark’s required shareholder approval, Denmark may, under certain specified circumstances, participate in negotiations or discussions with any third party making an acquisition proposal and provide confidential information to such third party (subject to a confidentiality agreement). Denmark must notify Bank First promptly (but in no event later than 24 hours) after the receipt of such acquisition proposal.
Additionally, prior to obtaining Denmark’s required shareholder approval, Denmark may, under certain specified circumstances, withdraw its recommendation to its shareholders with respect to the merger and/or terminate the merger agreement in order to enter into an acquisition agreement with respect to a superior acquisition proposal if it determines in good faith, after consultation with and having considered the advice of outside legal counsel and financial advisors, that such acquisition proposal is a superior proposal and that the failure to take such actions would cause it to violate its fiduciary duties to Denmark’s shareholders under applicable law. However, Denmark cannot take any of those actions in response to a superior proposal unless it provides Bank First with a five business day period to negotiate in good faith to enable Bank First to adjust the terms and conditions of the merger agreement such that it would cause the superior proposal to no longer constitute a superior proposal.
Termination of the Merger Agreement (page 104)
The merger agreement can be terminated at any time prior to the effective time of the merger in the following circumstances, whether before or after approval of the Denmark merger proposal by the Denmark Class A common shareholders or approval of the Bank First merger proposal by the Bank First shareholders:

upon the mutual written agreement of the parties if the board of directors of each so determines by a vote of a majority of the members of the entire board;
 
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by either party if any requisite regulatory approval is denied by a final, nonappealable action of any governmental authority or an application therefor shall have been permanently withdrawn at the request of a governmental authority;

by either party (1) if the requisite Denmark vote shall not have been obtained at the Denmark special meeting, or (2) if the requisite Bank First vote shall not have been obtained at the Bank First special meeting; provided, that no party may terminate the merger agreement if such party has breached in any material respect any of its obligations under the merger agreement that caused the failure to obtain the requisite Denmark or Bank First shareholder approval at the respective meeting;

by either party (provided such party is not then in material breach of the merger agreement) if there has been a material breach of the merger agreement by the other party thereto and such breach either has not been cured within 30 days after notice from the non-breaching party or such breach cannot be cured;

by either party if the merger has not been consummated by the close of business on September 30, 2022 (which shall be automatically extended to December 31, 2022 if the only outstanding condition to closing is receipt of only or more of the requisite regulatory approvals), unless a failure to comply with the terms of the agreement or breach of a representation or warranty by the party desiring to terminate the merger agreement has materially contributed to the failure to consummate the merger by either such date;

by Bank First if (1) Denmark has breached its covenant not to solicit acquisition proposals, (2) the Denmark board of directors withdraws, qualifies, amends, modifies, withholds, or fails to affirm its recommendation to its shareholders with regard to the Denmark merger proposal, (3) the Denmark board of directors has materially breached its obligation to call, given notice, and hold a meeting of the shareholders of Denmark for the purpose of voting on the Denmark merger proposal, (4) the Denmark board of directors has resolved to accept or recommends another acquisition proposal, or (5) the Denmark board of directors fails to publicly recommend against another publicly announced acquisition proposal within three days after receipt of notice from Bank First; or

by Denmark if at any time before the receipt of approval for the merger from Denmark’s shareholders, Denmark receives an unsolicited proposal for the acquisition of all or substantially all of Denmark’s capital stock or assets and the Denmark board of directors determines that such acquisition proposal is superior, from a financial point of view, to the merger agreement and it enters into a binding definitive agreement with respect to such acquisition proposal; provided, however, that Bank First may renegotiate the terms of the merger agreement such that the Denmark board of directors may not accept the third party proposal on the basis that it is superior, from a financial point of view, to Bank First’s.
Termination Fee (page 105)
If the merger agreement is terminated under certain circumstances, including circumstances involving an alternative acquisition proposal and changes in the recommendation of the Denmark board of directors, Denmark may be required to pay to Bank First a termination fee equal to $4.8 million. This termination fee could discourage other companies from seeking to acquire or merge with Denmark. For more information, see “The Merger Agreement — Termination Fee” beginning on page 105.
Expenses and Fees (page 106)
Each party will bear all of its respective expenses incurred in connection with the merger and the transactions contemplated by the merger agreement.
Amendment, Waiver and Extension of the Merger Agreement (page 106)
Denmark and Bank First may jointly amend the merger agreement, and each of Denmark and Bank First may waive its right to require the other party to comply with particular provisions of the merger agreement. However, Denmark and Bank First may not amend the merger agreement or waive their respective rights after the Denmark Class A common shareholders have approved the Denmark merger proposal or
 
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Bank First shareholders have approved the Bank First merger proposal if the amendment or waiver would legally require further approval by the Denmark Class A common shareholders or the Bank First shareholders, as applicable, without first obtaining such further approval.
Comparison of Shareholders’ Rights (see page 133)
The rights of holders of Denmark common stock are governed by Wisconsin law, as well as Denmark’s Second Amended and Restated Articles of Incorporation (which we refer to as the Denmark Articles), and Denmark’s Fifth Amended and Restated Bylaws (which we refer to as the Denmark Bylaws). After completion of the merger, the rights of former Denmark shareholders will be governed by Wisconsin law and by Bank First’s Restated Articles of Incorporation (which we refer to as Bank First Articles), and Bank First’s Amended and Restated Bylaws (which we refer to as Bank First Bylaws).
The material differences between the organizational documents and the rights of shareholders of Denmark and shareholders of Bank First are explained in more detail under the section “Comparison of Shareholders’ Rights” beginning on page 133.
Risk Factors (page 26)
You should consider all the information contained in this joint proxy statement/prospectus in deciding how to vote for the proposals presented in this joint proxy statement/prospectus. In particular, you should consider the factors described under the section of this joint proxy statement/prospectus entitled “Risk Factors” beginning on page 26.
Ancillary Agreements to the Merger Agreement
Voting Agreements (page 107)
As a condition to Bank First entering into the merger agreement, all directors and executive officers of Denmark who have voting power over shares of Denmark Class A common stock entered into voting agreements in the form attached as Exhibit A to the merger agreement attached as Annex A to this document, pursuant to which each such person agreed, among other things, to vote the shares of Denmark Class A common stock held of record by such person (1) to approve the merger agreement and the merger (or any adjournment or postponement necessary to solicit additional proxies to approve the merger agreement and the merger) and (2) against any acquisition proposals or any actions that would result in a breach of any covenant, representation or warranty of Denmark in the merger agreement.
As a condition to Denmark entering into the merger agreement, all directors and executive officers of Bank First who have voting power over shares of Bank First common stock entered into voting agreements in the form attached as Exhibit B to the merger agreement attached as Annex A to this document, pursuant to which each such person agreed, among other things, to vote the shares of Bank First common stock held of record by such person to (1) to approve the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of Bank First common stock as merger consideration (or any adjournment or postponement necessary to solicit additional proxies to approve the merger agreement) and (2) against any actions that would result in a breach of any covenant, representation or warranty of Bank First in the merger agreement.
Non-Competition and Non-Disclosure Agreements (page 108)
In addition, as a condition to Bank First entering into the merger agreement, each director of Denmark and Denmark State Bank entered a into non-competition and non-disclosure agreement with Bank First in the form attached as Exhibit D to the merger agreement attached as Annex A to this document, pursuant to which each such person agreed to, among other things, (1) not disclose or use any confidential information or trade secrets of Denmark for any purpose for so long as such information remains confidential information or a trade secret, (2) for a period of two years following the closing of the merger, not engage in certain competitive activities with Bank First, including not soliciting employees and customers of Denmark, and (3) for a period of two years following the closing of the merger, not serve as a director or management official of another financial institution in the counties in Wisconsin in which Denmark State
 
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Bank operates a banking office as of the closing of the merger and each county contiguous to each of such counties. In consideration for entering into such non-competition and non-disclosure agreements, each of the directors of Denmark and Denmark State Bank is entitled to a cash payment of $50,000 from Bank First at or prior to the closing date.
Claims Letters (page 109)
At the time of the execution of the merger agreement, each director and executive officer of Denmark and Denmark State Bank executed a letter agreement with Bank First in the form attached as Exhibit E to the merger agreement attached as Annex A to this document, pursuant to which each such director and executive officer released and discharged, effective upon the consummation of the merger, Denmark and its subsidiaries, their respective directors and officers (in their capacities as such), and their respective successors and assigns (including Bank First and Bank First, N.A.), from any and all liabilities or claims that the director or executive officer has or claims to have as of the effective time of the merger, with certain exceptions.
Dissenters’ Rights (page 82)
If the merger is completed, Denmark Class A common shareholders who do not vote for the merger, and Class B common shareholders, who follow certain procedures as required by Wisconsin law and described in this joint proxy statement/prospectus will be entitled to exercise dissenters’ rights and receive the “fair value” of their shares in cash under Wisconsin law. If you assert and perfect your dissenters’ rights, you will not receive any merger consideration but will be entitled to receive the “fair value” of your shares of stock in cash as determined in accordance with Wisconsin law. The “fair value” of your shares may be more or less than the consideration to be paid in the merger. Annex D includes the relevant provisions of Wisconsin law regarding these rights. See “The Merger — Dissenters’ Rights” beginning on page 82 of this joint proxy statement/prospectus. Denmark shareholders holding Denmark Class A common stock or Denmark Class B common stock who desire to exercise dissenters’ rights pursuant to Subchapter XIII of the WBCL are urged to consult a legal advisor before electing or attempting to exercise these rights.
Denmark shareholders should be aware that cash paid to dissenting shareholders in satisfaction of the fair value of their shares of Denmark common stock will result in the recognition of any gain or loss realized for U.S. federal income tax purposes.
For further information, see “The Merger — Dissenters’ Rights” beginning on page 82.
Pursuant to the merger agreement, Bank First’s board of directors may terminate the merger agreement and abandon the merger if dissenters’ rights of appraisal are properly asserted with respect to more than 5% of the outstanding shares of Denmark common stock.
Accounting Treatment of the Merger (page 143)
Bank First will account for the merger as a business combination using the acquisition method of accounting for financial reporting purposes.
Material U.S. Federal Income Tax Consequences of the Merger (page 143)
The merger is expected to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and it is a condition to the respective obligations of Bank First and Denmark to complete the merger that each of Bank First and Denmark receives a tax opinion from its respective outside legal counsel, dated as of the closing date of the merger, to that effect. These opinions, however, will not bind the Internal Revenue Service or the courts, which could take a contrary view. Based upon the qualification of the merger as a reorganization under the Code, holders of Denmark common stock who exchange their shares of Denmark common stock for shares of Bank First common stock generally will not recognize gain or loss with respect to the receipt of Bank First common stock in the merger. Holders of Denmark common stock generally will be subject to tax if they receive cash consideration or cash in lieu of fractional shares of Bank First common stock.
 
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The U.S. federal income tax consequences described above may not apply to all holders of Denmark common stock. Your tax consequences will depend on your individual situation. Accordingly, Bank First and Denmark strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.
Trading Markets and Dividends (see page 80)
Bank First common stock is listed on the Nasdaq Capital Market under the symbol “BFC.” Denmark’s Class A common stock and Class B common stock are both traded on the OTCQX Market under the symbols “DMKBA” and “DMKBB,” respectively. Denmark’s common stock (both Class A and Class B) has traded only sporadically and in limited volume.
The following table sets forth the closing sale prices of Bank First common stock as reported on the Nasdaq Capital Market on January 14, 2022, the last full trading day before the public announcement of the merger agreement, and on [      ], the latest practicable trading date before the date of this joint proxy statement/prospectus.
Bank First
Common Stock
Denmark Class A
Common Stock
Denmark Class B
Common Stock
Implied Value of
One Share of
Denmark Common
Stock to be
Converted into
Bank First
Common Stock
January 14, 2022
$ 71.64 $ 23.90 $ 23.10 $ 37.80
[         ], 2022
$ [   ] $ [   ] $ [   ] $ [   ]
Under the merger agreement, Denmark is prohibited from paying any dividend or distribution to its shareholders before the effective time of the merger, other than dividends paid in the ordinary course of business and consistent with past practices, without the prior written consent of Bank First. Denmark’s ability to pay dividends is also subject to state and federal laws and regulations.
 
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SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained or incorporated by reference in this joint proxy statement/prospectus contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about the financial condition, results of operations, earnings outlook and business plans, goals, expectations and prospects of Bank First, Denmark and the combined company following the proposed merger and statements for the period after the merger. Words such as “anticipate,” “believe,” “feel,” “expect,” “estimate,” “indicate,” “seek,” “strive,” “plan,” “intend,” “outlook,” “forecast,” “project,” “position,” “target,” “mission,” “contemplate,” “assume,” “achievable,” “potential,” “strategy,” “goal,” “aspiration,” “outcome,” “continue,” “remain,” “maintain,” “trend,” “objective” and variations of such words and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may” or similar expressions, as they relate to Bank First, Denmark, the proposed merger or the combined company following the merger often identify forward-looking statements, although not all forward-looking statements contain such words.
These forward-looking statements are predicated on the beliefs and assumptions of management based on information known to management as of the date of this joint proxy statement/prospectus and do not purport to speak as of any other date. Forward-looking statements may include descriptions of the expected benefits and costs of the transaction; forecasts of revenue, earnings or other measures of economic performance, including statements of profitability, business segments and subsidiaries; management plans relating to the merger; the expected timing of the completion of the merger; the ability to complete the merger; the ability to obtain any required regulatory, shareholder or other approvals; any statements of the plans and objectives of management for future or past operations, including the execution of integration plans; any statements of expectation or belief and any statements of assumptions underlying any of the foregoing.
The forward-looking statements contained or incorporated by reference in this joint proxy statement/prospectus reflect the view of management as of this date with respect to future events and are subject to risks and uncertainties. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, actual results could differ materially from those anticipated by the forward-looking statements or historical results. Such risks and uncertainties include, among others, the following possibilities:

the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, including a termination of the merger agreement under circumstances that could require Denmark to pay a termination fee to Bank First;

the inability to complete the merger contemplated by the merger agreement due to the failure to satisfy conditions necessary to close the merger, including the receipt of the requisite approvals of Bank First and Denmark shareholders;

the risk that a regulatory approval that may be required for the merger is not obtained or is obtained subject to conditions that are not anticipated or adverse to either Bank First or Denmark;

risks associated with the timing of the completion of the merger;

management time and effort may be diverted to the resolution of merger-related issues;

the risk that the businesses of Bank First and Denmark will not be integrated successfully, or such integration may be more difficult, time-consuming or costly than expected;

Bank First’s ability to achieve the synergies and value creation contemplated by the proposed merger with Denmark;

the expected growth opportunities or costs savings from the merger with Denmark may not be fully realized or may take longer to realize than expected;

revenues following the transaction may be lower than expected as a result of losses of customers or other reasons;

potential deposit attrition, higher than expected costs, customer loss and business disruption associated with Bank First’s integration of Denmark, including, without limitation, potential difficulties in maintaining relationships with key personnel;
 
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the outcome of any legal proceedings that may be instituted against Bank First or Denmark or their respective boards of directors;

limitations placed on the ability of Bank First and Denmark to operate their respective businesses by the merger agreement;

the effect of the announcement of the merger on Bank First’s and Denmark’s business relationships, employees, customers, suppliers, vendors, other partners, standing with regulators, operating results and businesses generally;

customer acceptance of the combined company’s products and services;

the amount of any costs, fees, expenses, impairments and charges related to the merger;

fluctuations in the market price of Bank First common stock and the related effect on the market value of the merger consideration that Denmark shareholders will receive upon completion of the merger;

the dilution caused by Bank First’s issuance of additional shares of its common stock in the merger or related to the merger;

general business and economic conditions, either globally, nationally, in the State of Wisconsin, or in the specific markets in which Bank First or Denmark operate including the negative impacts and disruptions resulting from COVID-19 or other variants on the economies and communities we serve, which has had and may likely continue to have an adverse impact on our business operations and performance, and could continue to have a negative impact on our credit portfolio, stock price, borrowers and the economy as a whole both globally and domestically; and

other factors and risks described under the “Risk Factors” sections herein.
Any forward-looking statements made in this joint proxy statement/prospectus are subject to the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this joint proxy statement/prospectus. Bank First and Denmark do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made, unless and only to the extent otherwise required by law. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this joint proxy statement/prospectus and attributable to Bank First, Denmark or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this joint proxy statement/prospectus.
 
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RISK FACTORS
An investment in Bank First common stock in connection with the merger involves risks. In addition to the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the risk factors included in Bank First’s Annual Report on Form 10-K for the year ended December 31, 2021, you should carefully consider the following risk factors in deciding whether to vote to approve the merger agreement. You should keep these risk factors in mind when you read forward-looking statements in this document and in the documents incorporated by reference into this document. Please refer to the section of this joint proxy statement/prospectus titled “Special Cautionary Note Regarding Forward-Looking Statements.” You should also consider the other information in this document and the other documents incorporated by reference into this document. Please see the sections entitled “Additional Information” in the forepart of this document and “Where You Can Find More Information” beginning on page 149.
Because of the fixed exchange ratio and the fluctuation of the market price of Bank First common stock, Denmark shareholders cannot be certain of the precise value of the per share stock consideration they will be entitled to receive.
Pursuant to the merger agreement, each share of Denmark common stock (both Class A and Class B) issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive, at the election of each Denmark shareholder, either (i) $38.10 in cash, or (ii) 0.5276 of a share of Bank First’s common stock. The market value of Bank First common stock may vary from the market value on the date Bank First and Denmark announced the merger, on the date that this joint proxy statement/prospectus is mailed, on the date of the Denmark special meeting and on the date the merger is completed and thereafter due to fluctuations in the market price of Bank First common stock. Any fluctuation in the market price of Bank First common stock after the date of this joint proxy statement/prospectus will change the value of the shares of Bank First common stock that Denmark shareholders may receive. Stock price changes may result from a variety of factors that are beyond the control of Bank First and Denmark, including but not limited, to general market and economic conditions, changes in their respective businesses, operations and prospects and regulatory considerations. Therefore, at the time of the Denmark special meeting, Denmark shareholders will not know the precise market value of the per share stock consideration they may receive at the effective time of the merger. Denmark shareholders should obtain current sale prices for shares of Bank First common stock before voting their shares at the Denmark special meeting.
Because the merger agreement allows for adjustments to the merger consideration, the consideration holders of Denmark common stock receive in the merger may be materially diminished.
The merger agreement calls for the consideration payable to holders of shares of Denmark common stock in the merger to be reduced if the tangible equity capital, as defined in the merger agreement, of Denmark at closing of the merger is less than $67,565,297. Management of Denmark, using information available to it prior to the execution of the merger agreement believed that Denmark would be able to satisfy the minimum equity requirement at the closing. However, the calculation of tangible equity capital pursuant to the merger agreement involves a number of factors, including, but not limited to, earnings of Denmark prior to closing, and other accounting adjustments that may be necessary.
Due to the complexity of the calculation of tangible equity capital and the uncertainty of the earnings to Denmark prior to closing of the merger, there is no assurance that Denmark shareholders will receive the per share merger consideration of either (i) $38.10 in cash or (ii) 0.5276 of Bank First common stock. Moreover, there is no requirement that Denmark re-solicit shareholder approval if the aggregate merger consideration is reduced, and there is no limit on the amount by which it may be reduced. By approving the merger agreement, Denmark shareholders are approving the completion of the merger with any downward adjustment in the consideration to be paid to holders of Denmark common stock consistent with the terms of the merger agreement.
The merger may not be consummated unless important conditions are satisfied.
Bank First and Denmark expect the merger to close as early as the third quarter of 2022, but the acquisition is subject to the satisfaction of a number of closing conditions. Satisfaction of many of these
 
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conditions is beyond Bank First’s and Denmark’s control. If these conditions are not satisfied or waived, the merger will not be completed or may be delayed and each of Bank First and Denmark may lose some or all of the intended benefits of the merger. Certain of the conditions that remain to be satisfied include, but are not limited to:

the approval of the merger agreement and merger by the requisite vote of Bank First shareholders and Denmark Class A common shareholders;

the receipt of required regulatory approvals or waivers, including the approval or waiver from the Federal Reserve and the approvals of the OCC and WDFI, which are necessary to consummate the merger and the expiration of all statutory waiting periods without the imposition of any burdensome condition;

the absence of any injunction, order or decree restraining, enjoining or otherwise prohibiting the merger or any of the other transactions contemplated by the merger agreement or making the completion of the merger illegal;

the effectiveness under the Securities Act of the registration statement on Form S-4 of which this joint proxy statement/prospectus is a part, and the absence of the issuance of a stop order or the initiation or threat by the SEC of proceedings for that purpose;

the receipt of all required consents and approvals identified by the merger agreement;

each party’s receipt of a tax opinion from its respective outside legal counsel, dated the closing date of the merger, to the effect that the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code;

the Bank Plan of Merger and Merger Agreement in the form attached as Exhibit C to the merger agreement attached as Annex A to this document being executed and delivered;

the absence of 5% or more of the outstanding shares of Denmark’s common stock exercising their dissenters’ right;

the absence of any material adverse effect in the financial condition, business or results of operations of Denmark, Denmark State Bank, Bank First or Bank First, N.A.;

the shares of Bank First common stock being approved for listing on the Nasdaq Capital Market;

the continued accuracy of the representations and warranties made by the parties in the merger agreement; and

the performance by each party of its respective obligations under the merger agreement.
As a result, the merger may not close as scheduled or at all. In addition, either Bank First or Denmark may terminate the merger agreement under certain circumstances. For additional information regarding the conditions to the merger, see “The Merger Agreement — Conditions to Complete the Merger” beginning on page 104.
Regulatory approvals may not be received, may take longer than expected or impose conditions that are not presently anticipated or are adverse to Bank First or Denmark.
Before the transactions contemplated by the merger agreement may be completed, various approvals or consents must be obtained from various federal and state governmental entities. These governmental entities may impose conditions on the completion of the merger or require changes to the terms of the merger. There can be no assurance that any such conditions or changes would not be imposed, and such conditions or changes could have the effect of delaying completion of the merger or imposing additional costs on or limiting the revenues of Bank First following the merger, any of which might have a material adverse effect on Bank First following the merger. Neither party is obligated to complete the merger if the regulatory approvals received in connection with the completion of the merger impose certain burdensome conditions on Bank First or Denmark, as described more fully in “The Merger — Regulatory Approvals Required for the Merger” beginning on page 86.
 
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Bank First may be unsuccessful in integrating the operations of the businesses it has acquired or expects to acquire in the future, including Denmark.
From time to time, Bank First evaluates and acquires businesses that it believes complement its existing business. The acquisition component of Bank First’s growth strategy depends on the successful integration of these acquisitions. Bank First faces numerous risks and challenges to the successful integration of acquired businesses, including the following:

the potential for unexpected costs, delays and challenges that may arise in integrating acquisitions into Bank First’s existing business;

limitations on Bank First’s ability to realize the expected cost savings and synergies from an acquisition;

challenges related to integrating acquired operations, including Bank First’s ability to retain key employees and maintain relationships with significant customers and depositors;

challenges related to the integration of businesses that operate in new geographic areas, including difficulties in identifying and gaining access to customers in new markets; and

discovery of previously unknown liabilities following an acquisition associated with the acquired business.
If Bank First is unable to successfully integrate the businesses it acquires, Bank First’s business, financial condition and results of operations may be materially adversely affected.
Denmark’s officers and directors have interests in the merger in addition to or different from the interests that they share with you as a Denmark shareholder.
Some of Denmark’s executive officers participated in negotiations of the merger agreement with Bank First, and the Denmark board of directors approved the merger agreement and is recommending that Denmark Class A common shareholders vote to approve the merger agreement. In considering these facts and the other information included in or incorporated by reference into this joint proxy statement/prospectus, you should be aware that certain of Denmark’s executive officers and directors have economic interests in the merger that are different from or in addition to the interests that they share with you as a Denmark shareholder. These interests include, as a result of the merger, right to continued indemnification and directors’ and officers’ liability insurance coverage under the merger agreement, accelerated vesting of restricted stock to executive officers and directors of Denmark, a payment of $50,000 to each Denmark and Denmark State Bank outside director that entered into a non-competition and non-disclosure agreement with Bank First, a termination of employment agreement arrangement with Denmark’s Chairman, President and Chief Executive Officer that entitles him to a termination payment in lieu of the change in control payment to which he was entitled under his employment agreement, and payment of change in control payments to certain other Denmark executives. These interests and arrangements may create potential conflicts of interest and may influence or may have influenced the directors and executive officers of Denmark to support or approve the merger and the merger agreement. For further discussion of the interests of Denmark’s directors and officers in the merger, see “The Merger — Interests of Denmark’s Directors and Executive Officers in the Merger” beginning on page 78.
The fairness opinions delivered by the respective financial advisors to Bank First and Denmark will not reflect changes in circumstances between the date of the merger agreement and the completion of the merger.
The Bank First board of directors received a fairness opinion from Hovde on January 18, 2022 and the Denmark board of directors received a fairness opinion from Piper Sandler on January 14, 2022. Such opinions have not been updated as of the date of this joint proxy statement/prospectus and will not be updated at, or prior to, the time of the completion of the merger. Changes in the operations and prospects of Bank First and Denmark, general market and economic conditions and other factors that may be beyond the control of Bank First and Denmark may alter the value of Bank First or Denmark or the prices of shares of Bank First common stock or Denmark common stock by the time the merger is completed. The opinions do not speak as of the time the merger is completed or as of any date other than the date of the opinions, nor do they contemplate any adjustments to the merger consideration. Management of Bank First
 
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is not aware of any material changes in Bank First’s operations or performance since the delivery of the Hovde opinion or that are anticipated to occur before the special meeting takes place or before the merger is completed. Management of Denmark is not aware of any material changes in Denmark’s operations or performance since the delivery of the Piper Sandler opinion or that are anticipated to occur before the Denmark special meeting takes place or before the merger is completed. A copy of the Hovde and Piper Sandler fairness opinions are included as Annex C and Annex B, respectively, to this joint proxy statement/prospectus. For a description of the opinion that Bank First received from its financial advisor, please refer to “The Merger — Opinion of Bank First’s Financial Advisor” beginning on page 67. For a description of the opinion that Denmark received from its financial advisor, please refer to “The Merger — Opinion of Denmark’s Financial Advisor” beginning on page 54.
The merger agreement contains provisions granting both Bank First and Denmark the right to terminate the merger agreement in certain circumstances.
The merger agreement contains certain termination rights, including the right, subject to certain exceptions, of either party to terminate the merger agreement if the merger is not completed on or prior to September 30, 2022 (subject to extension to December 31, 2022 if the only outstanding condition to closing is the receipt of regulatory approvals) and the right of Denmark to terminate the merger agreement, subject to certain conditions, to accept a business combination transaction deemed to be superior to the merger by the Denmark board of directors. If the merger is not completed, the ongoing business of Denmark could be adversely affected and Denmark will be subject to several risks, including the risks described elsewhere in this “Risk Factors” section.
Termination of the merger agreement could negatively impact Denmark and Bank First.
If the merger agreement is terminated before closing there may be various consequences. For example, Denmark’s business may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Also, Denmark will have incurred substantial expenses in connection with the proposed merger without realizing the benefits of the merger. If the merger agreement is terminated and the Denmark board of directors seeks another merger or business combination, Denmark shareholders cannot be certain that Denmark will be able to find a party willing to pay the equivalent or greater consideration than that which Bank First has agreed to pay in the merger. In addition, if the merger agreement is terminated under certain circumstances, Denmark may be required to pay Bank First a termination fee. See “The Merger Agreement — Effect of Termination” beginning on page 106.
Further, if the merger agreement is terminated and the merger is not consummated, Bank First’s stock price may decline to the extent that its current market price reflects a market assumption that the merger will be completed. In addition, the reputation of Bank First as an acquirer may be harmed and, as a result, it may make it more difficult for Bank First to consummate future acquisitions.
Bank First and Denmark will incur significant, non-recurring merger-related transaction and integration costs in connection with the merger, which could adversely affect either company’s financial condition and results of operations.
Bank First and Denmark each have incurred and expect to continue to incur substantial costs in connection with the negotiation and completion of the merger and combining the businesses and operations of the two companies, and additional unanticipated transaction- and merger-related costs may be incurred prior to or following the consummation of the merger. Whether or not the merger is consummated, Bank First and Denmark expect to continue to incur substantial expenses associated with planning for and completing the merger and combining the operations of the two companies, including such non-recurring expenses as legal, accounting and financial advisory fees, printing fees, data processing and other fees related to formulating integration and conversion plans. Although Bank First and Denmark expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction- and merger-related costs over time, this net benefit may not be achieved in the near term, or at all. The costs described above, as well as other unanticipated costs and
 
29

 
expenses, could have a material adverse effect on the financial condition and operating results of Bank First following completion of the merger.
The termination fees and the restrictions on third party acquisition proposals set forth in the merger agreement may discourage others from trying to acquire Denmark and limit Denmark’s ability to pursue alternatives to the merger.
The merger agreement prohibits Denmark from initiating, soliciting, encouraging or facilitating certain third-party acquisition proposals. In addition, Denmark has agreed to pay Bank First a termination fee of $4.8 million if the merger agreement is terminated because Denmark decides to enter into or close another acquisition transaction. These provisions could discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of Denmark from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share price than that proposed in the merger, or might result in a potential competing acquirer proposing to pay a lower per share price to acquire Denmark than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances under the merger agreement.
Bank First and Denmark will be subject to business uncertainties and Denmark will be subject to contractual restrictions while the merger is pending.
Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Bank First and Denmark. These uncertainties may impair the ability of Bank First or Denmark to attract, retain and motivate strategic personnel until the merger is consummated, and could cause customers and others that deal with Bank First or Denmark to seek to change existing business relationships. Experienced employees in the financial services industry are in high demand, and competition for their talents can be intense. Employees of Denmark may experience uncertainty about their future role with the surviving corporation until, or even after, strategies with regard to the combined company are announced or executed. If any key employees of Bank First or Denmark depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the surviving corporation, Denmark’s business prior to the merger closing and Bank First’s business after the merger closes could be harmed. In addition, subject to certain exceptions, Denmark has agreed to operate its business in the ordinary course, and to comply with certain other operational restrictions, prior to closing the merger. See “The Merger Agreement — Covenants and Agreements” beginning on page 95 for a description of the restrictive covenants applicable to Denmark.
The merger with Denmark may distract Bank First’s management from its other responsibilities.
The acquisition of Denmark could cause Bank First’s management to focus its time and energies on matters related to the acquisition that otherwise would be directed to the business and operations of Bank First. Any such distraction on the part of management, if significant, could affect its ability to service existing business and develop new business and adversely affect the business and earnings of Bank First.
The combined company may be unable to retain Bank First and/or Denmark personnel successfully after the merger is completed.
The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by Bank First and Denmark. It is possible that these employees may decide not to remain with Bank First and Denmark, as applicable, while the merger is pending or with the combined company after the merger is consummated. If key employees terminate their employment or if an insufficient number of employees is retained to maintain effective operations, the combined company’s business activities may be adversely affected, and management’s attention may be diverted from successfully integrating Denmark to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, Bank First and Denmark may not be able to locate suitable replacements for any key employees who leave either company or to offer employment to potential replacements on reasonable terms.
 
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Bank First and Denmark may waive one or more of the conditions to the merger without re-soliciting shareholder approval for the merger.
Each of the conditions to the obligations of Bank First and Denmark to complete the merger may be waived, in whole or in part, to the extent permitted by applicable law, by agreement of Bank First and Denmark if the condition is a condition to both parties’ obligation to complete the merger, or by the party for which such condition is a condition of its obligation to complete the merger. Similarly, Bank First may agree to certain modifications to the items included in the calculation of the Denmark closing tangible common equity. The boards of directors of Bank First and Denmark may evaluate the materiality of any such waiver to determine whether amendment of this joint proxy statement/prospectus and re-solicitation of proxies are necessary. Bank First and Denmark, however, generally do not expect any such waiver to be significant enough to require re-solicitation of shareholders. In the event that any such waiver is not determined to be significant enough to require re-solicitation of shareholders, the companies will have the discretion to complete the merger without seeking further shareholder approval.
Denmark shareholders will experience a reduction in percentage ownership and voting power of their shares as a result of the merger and will have less influence on the management and policies of Bank First than they had on Denmark before the merger.
Denmark shareholders will have a much smaller percentage ownership interest and effective voting power in Bank First compared to their ownership interest and voting power in Denmark prior to the merger. Consequently, Denmark shareholders will have significantly less influence on the management and policies of Bank First after the merger than they now have on the management and policies of Denmark. If the merger is consummated, current Denmark shareholders will own approximately [      ]% of the combined company based upon the number of Bank First shares outstanding as of [           ], 2022. Accordingly, former Denmark shareholders will own less than the outstanding voting stock of the combined company than current Bank First shareholders and would, as a result, be outvoted by current Bank First shareholders if such current Bank First shareholders voted together as a group.
Future capital needs could result in dilution of shareholder investment.
Bank First’s board of directors may determine from time to time there is a need to obtain additional capital through the issuance of additional shares of its common stock or other securities. These issuances would dilute the ownership interests of its shareholders and may dilute the per share book value of Bank First common stock. New investors may also have rights, preferences and privileges senior to Bank First’s shareholders, which may adversely impact its shareholders.
Shares of Bank First common stock to be received by holders of Denmark common stock as a result of the merger will have rights different from the shares of Denmark common stock.
Upon completion of the merger, the rights of former Denmark shareholders will be governed by the Bank First Articles and Bank First Bylaws. Accordingly, certain rights associated with Denmark common stock may differ from the rights associated with Bank First common stock. See “Comparison of Shareholders’ Rights” beginning on page 133 for a discussion of the different rights associated with Bank First common stock.
Bank First may fail to realize some or all of the anticipated benefits of the merger.
The success of the merger will depend on, among other things, Bank First’s ability to successfully combine the businesses of Bank First and Denmark. If Bank First is not able to successfully achieve this objective, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize than expected.
Bank First and Denmark have operated and, until the consummation of the merger, will continue to operate independently. It is possible that the integration process or other factors could result in the loss or departure of key employees, the disruption of the ongoing business of Bank First or inconsistencies in standards, controls, procedures and policies. It is also possible that clients, customers, depositors and
 
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counterparties of Denmark could choose to discontinue their relationships with the combined company post-merger because they prefer doing business with an independent company or for any other reason, which would adversely affect the future performance of the combined company. These transition matters could have an adverse effect on each of Bank First and Denmark during the pre-merger period and for an undetermined time after the consummation of the merger.
Bank First’s and Denmark’s historical and pro forma condensed combined consolidated financial information may not be representative of Bank First’s results as a combined company.
The unaudited pro forma condensed combined financial statements in this joint proxy statement/prospectus are presented for illustrative purposes only and are not necessarily indicative of what Bank First’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial statements reflect adjustments to illustrate the effect of the merger had they been completed on the dates indicated. Such unaudited pro forma condensed combined financial statements are based upon preliminary estimates to record the Denmark identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation for the merger reflected in this joint proxy statement/prospectus is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the identifiable assets and identifiable liabilities of Denmark as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this joint proxy statement/prospectus. For more information, see the section of this joint proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Consolidated Financial Statements” beginning on page 34.
The market price of Bank First common stock after the merger may be affected by factors different from those affecting Denmark common stock or Bank First common stock currently.
The results of operations of the combined company, as well as the market price of shares of the common stock of the combined company after the merger, may be affected by factors in addition to those currently affecting Bank First’s or Denmark’s results of operations and the market prices of shares of Bank First common stock. Accordingly, the historical financial results of Bank First and Denmark and the historical market prices of shares of Bank First common stock may not be indicative of these matters for the combined company after the merger. For a discussion of the businesses of Bank First and of certain factors to consider in connection with that business, see the documents incorporated by reference by Bank First into this joint proxy statement/prospectus referred to under “Where You Can Find More Information” beginning on page 149.
The market price of the combined company’s common stock may decline as a result of the merger.
The market price of the combined company’s common stock may decline as a result of the merger if the combined company does not achieve the perceived benefits of the merger or the effect of the merger on the combined company’s financial results is not consistent with the expectations of financial or industry analysts. In addition, upon completion of the merger, Bank First and Denmark shareholders will own interests in a combined company operating an expanded business with a different mix of assets, risks and liabilities. Current Bank First and Denmark shareholders may not wish to continue to invest in the combined company, or for other reasons may wish to dispose of some or all of their shares of the combined company.
The merger may fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
Each of Bank First and Denmark intends and expects the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the obligation of each of Bank First and Denmark to complete the merger is conditioned upon the receipt, by each company, of a U.S. federal income tax opinion to that effect from Bank First’s and Denmark’s respective legal counsels. These tax opinions represent the legal judgment of counsel rendering the opinion and are not binding on the Internal Revenue Service (“IRS”) or the courts. If the merger were to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code, then the merger would be treated as a taxable sale of the assets of Denmark to Bank First followed by a taxable liquidation of Denmark. Generally, the deemed sale of the assets of Denmark would
 
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result in gain or loss equal to the difference between (1) the fair market value of the merger consideration and (2) the adjusted tax basis in such assets held by Denmark, and Denmark would be subject to corporate income tax on such gain or loss. Generally, the deemed distribution of the merger consideration in the deemed liquidation of Denmark would result in taxable gain or loss to the holders of Denmark common stock equal to the difference between (1) the fair market value of the merger consideration distributed in respect of their shares of Denmark common stock and (2) the tax basis in their shares of such Denmark common stock surrendered in exchange therefor. The consequences of the merger to any particular shareholder will depend on that shareholder’s individual situation. We strongly urge you to consult your own tax advisor to determine the particular tax consequences of the merger to you.
Denmark and/or Bank First may be subject to claims and litigation pertaining to the merger that could prevent or delay the completion of the merger.
Any lawsuits filed in connection with the proposed merger could prevent or delay completion of the merger and result in substantial costs to Denmark and Bank First, including any costs associated with indemnification. The defense or settlement of any lawsuit or claim that may be filed seeking remedies against Denmark, its board of directors or Bank First or its board of directors in connection with the merger that remains unresolved at the effective time of the merger may adversely affect Bank First’s business, financial condition, results of operations and cash flows.
Risks Related to Bank First’s Business
You should read and consider risk factors specific to Bank First’s business that will also affect the combined company after the merger. These risks are described in the sections entitled “Risk Factors” Bank First’s Annual Report on Form 10-K for the year ended December 31, 2021, and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 149 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.
 
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UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED
FINANCIAL STATEMENTS
The following unaudited pro forma combined financial information is presented to illustrate the estimated effects of the merger based on the historical financial statements and accounting records of Bank First and Denmark after giving effect to the merger, including the merger-related pro forma adjustments as described in the notes below. The unaudited pro forma combined condensed consolidated financial information has been prepared using the acquisition method of accounting. Under this method, Denmark’s assets and liabilities as of the date of the acquisition will be recorded at their respective fair values and added to those of Bank First. Any difference between the purchase price for Denmark and the fair value of the identifiable net assets acquired (including core deposit intangibles) will be recorded as goodwill. The goodwill resulting from the acquisition will not be amortized to expense, but instead will be reviewed for impairment at least annually. Any core deposit intangible and other intangible assets with estimated useful lives to be recorded by Bank First in connection with the acquisition will be amortized to expense over their estimated useful lives. The financial statements of Bank First issued after the acquisition will reflect the results attributable to the acquired operations of Denmark beginning on the date of completion of the acquisition.
Pursuant to the merger agreement, each share of Denmark common stock (both Class A and Class B) issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive, at the election of each Denmark shareholder, either (i) $38.10 in cash (the “per share cash consideration”), or (ii) 0.5276 of a share of Bank First’s common stock (the “per share stock consideration”), subject to customary proration and allocation procedures such that at least 80% of Denmark shares will receive the stock consideration and no more than 20% of Denmark shares will receive the cash consideration. The unaudited pro forma combined consolidated financial information set forth below and the explanatory notes that follow are based upon assumptions that (1) 3,137,094 shares of Denmark common stock (the number of shares outstanding as of the date the merger agreement was signed) are outstanding, on a fully-diluted basis, on the closing date of the merger, and (2) that 80% of the shares of Denmark common stock will receive Bank First common stock as consideration and 20% of the shares of Denmark common stock will receive the cash consideration in accordance with the merger agreement.
The unaudited pro forma combined consolidated balance sheet combines the historical consolidated balance sheets of Bank First and Denmark, giving effect to the merger as if it had been consummated on December 31, 2021. The unaudited pro forma combined consolidated statements of income for the year ended December 31, 2021 combine the historical consolidated statements of income of Bank First and Denmark, giving effect to the merger as if it had been consummated on January 1, 2021.
The unaudited pro forma condensed combined consolidated financial statements give effect to the acquisition of Denmark as a business combination under U.S. generally accepted accounting principles (“GAAP”). Accordingly, all assets and liabilities were recorded at estimated fair value. Pro forma adjustments are included only to the extent they are (1) directly attributable to the acquisition, (2) factually supportable and (3) with respect to the unaudited pro forma combined statement of income, expected to have a continuing impact on the combined results. The pro forma adjustments are based on estimates made for the purpose of preparing these pro forma statements and are described in the accompanying notes. Bank First’s management believes that the estimates used in these pro forma financial statements are reasonable under the circumstances.
The pro forma adjustments included herein are subject to change as additional information becomes available and additional analyses are performed. The final allocation of the purchase price will be determined after further valuation analyses under GAAP are performed with respect to the fair values of certain tangible and intangible assets and liabilities as of the date of acquisition. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein. In addition, the pro forma income statement information does not include anticipated cost savings or revenue enhancements, which management believes will result from combining certain operating procedures, nor does it include one-time merger-related expenses which will be expensed against income.
Increases or decreases in the estimated fair values of the net assets as compared with the information shown in the unaudited pro forma combined condensed consolidated financial information may change the
 
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amount of the purchase price allocated to goodwill and other assets and liabilities and may impact Bank First’s consolidated statement of operations due to adjustments in yield and/or amortization of the adjusted assets or liabilities. Any changes to Denmark’s shareholders’ equity, including results of operations from December 31, 2021 through the date the merger is completed, will also change the purchase price allocation, which may include the recording of a lower or higher amount of goodwill. The final adjustments may be materially different from the unaudited transaction accounting adjustments presented herein. The pro forma calculations, shown herein, assume a closing price for Bank First common stock of $72.74, which represents the closing price of Bank First common stock on December 31, 2021.
Bank First anticipates that the acquisition of Denmark will provide the combined company with the ability to better serve its customers, reach new customers and reduce operating expenses. In addition, certain subjective estimates have been utilized in determining the pro forma adjustments applied to the historical results of operations of Denmark. The pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had our companies been combined during this period.
The unaudited pro forma condensed combined consolidated financial information has been derived from, and should be read in conjunction with, the historical consolidated financial statements and related notes of Bank First and Denmark which are included with this joint proxy statement/prospectus or incorporated by reference herein.
The unaudited pro forma data is qualified by the statements set forth under this caption and should not be considered indicative of the market value of Bank First common stock or the actual or future results of operations of Bank First for any period. Actual results may be materially different than the pro forma information presented.
 
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BANK FIRST CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET (in Thousands)
AS OF DECEMBER 31, 2021
Bank First
Denmark
Combined
Pro Forma
Adjustments
Pro Forma
Combined
Assets
Cash and Cash equivalents
$ 296,860 $ 151,155 $ 448,015 $ (32,136) (a) $ 415,879
Securities Held-to-Maturity
5,911 5,911 5,911
Securities Available-for-Sale
212,689 36,462 249,151 249,151
Loans Held for Sale
786 82 868 868
Loans Receivable, Net of Unearned Income
2,235,514 479,057 2,714,571 (6,079) (b) 2,708,492
Allowance for Loan Losses
(20,315) (7,741) (28,056) 7,741 (c) (20,315)
Loans Receivable, Net
2,215,199 471,316 2,686,515 1,662 2,688,177
Premises and Equipment
49,461 5,578 55,039 55,039
Cash Value of Life Insurance
31,897 13,019 44,916 44,916
Other Real Estate Owned
150 150 150
Goodwill
55,357 55,357 51,575 (d) 106,932
Core Deposit Intangible, net
4,035 4,035 2,719 (e) 6,754
Mortgage Servicing Rights
5,016 1,118 6,134 6,134
Other Assets
60,191 8,914 69,105 69,105
Total Assets
$ 2,937,552 $ 687,644 $ 3,625,196 $ 23,820 $ 3,649,016
Liabilities
Noninterest Bearing Deposits
$ 799,936 $ 155,292 $ 955,228 $ $ 955,228
Interest Bearing Deposits
1,728,504 459,205 2,187,709 1,180 (f) 2,188,889
Total Deposits
2,528,440 614,497 3,142,937 1,180 3,144,117
Securities sold under repurchase agreements
41,122 41,122 41,122
Borrowings
25,511 933 26,444 26,444
Other Liabilities
19,826 4,188 24,014 1,209 (g) 25,223
Total Liabilities
2,614,899 619,618 3,234,517 2,389 3,236,906
Shareholders’ Equity
Total Shareholders’ Equity
322,653 68,026 390,679 21,431 (h) 412,110
Total Liabilities and Shareholders’ Equity
$ 2,937,552 $ 687,644 $ 3,625,196 $ 23,820 $ 3,649,016
Notes
a.
Includes the impact of an estimated $8.2 million in transaction expenses and $23.9 million in cash consideration.
b.
Reflects an estimate of fair value adjustments related to credit quality and interest rates related to Denmark’s loan portfolio, which are required under purchase accounting rules.
c.
Reflects the reversal of Denmark’s loan loss reserve as required under purchase accounting rules.
d.
It is anticipated that this acquisition will create an additional $51.6 million in goodwill, subject to ongoing impairment analysis.
 
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e.
It is anticipated that this acquisition will create an additional $2.7 million in core deposit intangible. We anticipate amortizing this over a ten year period.
f.
Reflects an estimate of fair value adjustments related to interest rates related to Denmark’s time deposits.
g.
It is anticipated that the entries required by purchase accounting rules will cause a deferred tax liability of $1.2 million.
h.
Reflects $23.9 million needed to pay the cash component of the acquisition consideration. Also reflects the equity impact of the other fair value adjustments required by purchase accounting rules.
 
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BANK FIRST CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED CONSOLIDATED CONDENSED INCOME STATEMENT
(in Thousands, except share and per share amounts)
AS OF DECEMBER 31, 2021
Bank First
Denmark
Pro Forma
Adjustments
Pro Forma
Combined
Interest Income
$ 98,386 $ 22,866 $ 1,520 (a) $ 122,772
Interest Expense
(8,304) (2,605) 679 (b) (10,230)
Net Interest Income
90,082 20,261 2,199 112,542
Provision for Loan Losses
(3,100) (3,100)
Noninterest Income
23,518 4,842 28,360
Noninterest Expense (e)
(50,533) (16,370) (2,719) (c),(d) (69,622)
Income before Income Tax Expense
59,967 8,733 (520) 68,180
Income Tax Expense
(14,523) (2,235) 130 (f) (16,628)
Net Income
$ 45,444 $ 6,498 $ (390) $ 51,552
Weighted average common shares outstanding (basic and diluted)
7,680,896 3,138,393 1,324,105 (g) 9,005,001
Basic and diluted earnings per common share
$ 5.92 $ 2.07 $ 5.72
Notes
a.
Adjustment to interest income is based on estimate of accretion of fair market valuation of acquired loans, assuming a four year average maturity of the portfolio.
b.
Adjustment to interest expense is based on accretion of the fair market valuation of time deposits recognized over the weighted life of the portfolio.
c.
Estimate of amortization of the core deposit intangible of $494,000 based on a life of ten years utilizing the sum-of-the-year’s digits amortization method.
d.
Represents merger related expenses anticipated to be incurred by Bank First after the merger close.
e.
While it is anticipated that this transaction will yield opportunities for cost savings through operating synergies, these have not been incorporated into the pro forma adjustments.
f.
Income taxes were adjusted for the impact of purchase accounting adjustments and merger related expenses being subject to taxability and tax deductibility at Bank First’s estimated statutory effective tax rate of 27%, further adjusted for the non-deductibility of certain merger related expenses for tax purposes.
g.
Estimated shares to be issued to Denmark shareholders based on Denmark outstanding shares on January 18, 2022 (the date of the merger agreement), utilizing consideration of 20% cash and 80% Bank First common stock, with an exchange ratio of 0.5276 shares of Bank First common stock exchanged for each share of Denmark common stock. However, the number of shares of Bank First common stock comprising the portion of the merger consideration to be paid in shares of Bank First common stock will vary based on the election of the Denmark shareholders. The maximum number of shares of Bank First common stock to be issued is 1,655,131, which results in a decrease of $0.20 to pro forma basic and diluted earnings per common share for the year ended December 31, 2021.
 
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UNAUDITED COMPARATIVE PER SHARE DATA
The following table shows unaudited basic earnings, diluted earnings, cash dividends, and book value per common share data for Bank First and Denmark on a historical and pro forma combined basis after giving effect to the acquisition of Denmark by Bank First as of and for the year ended December 31, 2021. The unaudited pro forma data was derived by combining the historical financial information of Bank First and Denmark using the acquisition method of accounting for business combinations, assumes the merger is completed as contemplated and represents a current estimate based on available information of the combined company’s results of operations. The unaudited pro forma data and equivalent per share information gives effect to the merger as if the merger had been effective on the dates presented, in the case of the book value data, and as if the transactions had become effective on January 1, 2021, in the case of the earnings per share and dividends declared data. The pro forma adjustments record the assets and liabilities of Denmark at their estimated fair values and are subject to adjustment as additional information becomes available and as additional analysis is performed.
The information should be read together with the historical consolidated financial statements of Bank First and Denmark and the pro forma condensed combined consolidated financial information, including the notes thereto, which are included elsewhere in this joint proxy statement/prospectus.
The selected unaudited pro forma information, while helpful in illustrating the financial characteristics of the combined company under a set of assumptions including the effect of the merger, does not reflect the impact of other factors that may result as a consequence of the merger or consider any potential impacts of current market conditions or the merger on revenues, expense efficiencies, asset dispositions, among other factors, nor the impact of possible business model changes. As a result, unaudited pro forma data is presented for illustrative purposes only and does not represent an attempt to predict or suggest future results. Upon completion of the merger, the operating results of Denmark will be reflected in the consolidated financial statements of Bank First on a prospective basis.
The per equivalent Denmark share data shows the effect of the merger from the perspective of an owner of Denmark common stock. The per equivalent Denmark share data is based on a per share exchange ratio of 0.5276 of a share of Bank First common stock for each share of Denmark common stock.
Bank First
Denmark
Pro Forma
Combined
Per
Equivalent Denmark
Share
For the year ended December 31, 2021
Basic and diluted earnings per common share
$ 5.92 $ 2.07 $ 5.72 $ 3.02 (a)
Cash dividends per common share
$ 1.14 $ 0.60 $ 1.14 $ 0.60 (a)
Book value per common share as of December 31,
2021
$ 42.36 $ 21.99 $ 45.76 $ 24.15 (a)
Notes
a.
Calculated by multiplying the pro forma combined by the per share exchange ratio.
 
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DENMARK SPECIAL MEETING
Date, Time and Place of Denmark Special Meeting
The Denmark special meeting will be held virtually on [   ], at [   ], Central Time. The meeting will be held in an online-only virtual format. To access the Denmark special meeting online, please go to [   ]. This page will include a link to register for the event and instructions for accessing the Denmark special meeting. On or about [           ], 2022, Denmark commenced mailing this document and the enclosed forms of proxy cards to its shareholders entitled to vote at the Denmark special meeting.
Matters to be Considered
At the Denmark special meeting, the holders of Denmark Class A common stock will be asked to consider and vote upon the Denmark merger proposal and, if necessary, the Denmark adjournment proposal. Completion of the merger is conditioned on, among other things, Denmark Class A common shareholder approval of the Denmark merger proposal. No other business may be conducted at the Denmark special meeting.
Recommendation of the Denmark Board of Directors
On January 14, 2022, the Denmark board of directors unanimously approved the merger agreement and the transactions contemplated thereby. Based on Denmark’s reasons for the merger described in the section of this joint proxy statement/prospectus entitled “The Merger — Denmark’s Reasons for the Merger; Recommendation of the Denmark Board of Directors” beginning on page 52, the Denmark board of directors believes that the merger is in the best interests of Denmark shareholders. Accordingly, the Denmark board of directors unanimously recommends that its Class A common shareholders vote “FOR” the Denmark merger proposal and, if necessary, vote “FOR” the Denmark adjournment proposal.
Record Date and Quorum
The Denmark board of directors has fixed the close of business on [   ], 2022 as the Denmark record date, which is the date for determining (1) the holders of Denmark common stock entitled to receive notice of the Denmark special meeting, and (2) the holders of Denmark Class A common stock entitled to vote at the Denmark special meeting. Denmark’s Class B common stock is non-voting stock and, therefore, holders thereof shall not be entitled to vote at the Denmark special meeting. As of the Denmark record date, there were [   ] shares of Denmark Class A common stock outstanding and entitled to notice of, and to vote at, the Denmark special meeting or any adjournment thereof, and such outstanding shares of Denmark Class A common stock were held by [   ] holders of record. Each share of Denmark Class A common stock entitles the holder to one vote at the Denmark special meeting on each proposal to be considered at the Denmark special meeting.
The holders of a majority of the shares of Denmark Class A common stock issued and outstanding and entitled to vote at the Denmark special meeting must be present, either in person or by proxy, to constitute a quorum at the Denmark special meeting. Abstentions and shares held of record by a broker or nominee that are voted on any matter are included in determining whether a quorum exists. Broker non-votes, if any, will not be included in determining whether a quorum exists. No business may be transacted by the holders of Denmark Class A common stock at the Denmark special meeting unless a quorum is present.
Required Vote; Treatment of Abstentions; Broker Non-Votes and Failure to Vote
The Denmark Merger Proposal.   The affirmative vote of the holders of at least a majority of the outstanding shares of Denmark Class A common stock is required to approve the Denmark merger proposal. If you fail to vote in person or by proxy or fail to instruct your bank, broker or other nominee to vote, or if you mark “ABSTAIN” on your proxy card, with respect to the Denmark merger proposal, it will have the same effect as a vote “AGAINST” the proposal.
The Denmark Adjournment Proposal.   The affirmative vote of a majority of the votes cast by holders of Denmark Class A common stock represented in person or by proxy at the special meeting and entitled to
 
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vote on the Denmark adjournment proposal is required to approve the proposal. If you fail to vote in person or by proxy or fail to instruct your bank, broker or other nominee to vote, or if you mark “ABSTAIN” on your proxy card, with respect to the Denmark adjournment proposal, you will not be deemed to have cast a vote with respect to such proposal, and it will have no effect on such proposal.
The Denmark board of directors encourages you to complete, date and sign the enclosed proxy card that is applicable to your shares of Denmark Class A common stock and return it promptly in the enclosed postage-paid envelope so that your voice is heard on these matters.
Voting and Revocation of Proxies
Proxies, in the forms enclosed, which are properly executed and returned and not subsequently revoked, will be voted in accordance with the instructions indicated on the proxies. Any properly executed proxy on which voting instructions are not specified will be voted “FOR” the Denmark merger proposal and “FOR” the Denmark adjournment proposal, if applicable.
If you are a shareholder of record of Denmark Class A common stock as of [      ], 2022, the Denmark record date, you may vote by proxy before the Denmark special meeting in any of the following ways:

You may vote online. You may vote online by accessing www.voteproxy.com. Have your proxy card available.

You may vote by telephone. You may vote by telephone by calling toll-free [    ]. Have your proxy card available.

You may vote by mail. You may vote by mail by completing, signing, dating and returning the enclosed proxy card to American Stock Transfer & Trust Company, LLC, Attn: Proxy Services, 6201 15th Avenue, Brooklyn, NY 11219.

You may vote in person at the virtual meeting. You may vote by attending the virtual meeting and casting your vote virtually.
If you intend to submit your proxy by telephone or via the internet, you must do so by 11:59 p.m. Central Time on the day before the Denmark special meeting. If you intend to submit your proxy by mail, your completed proxy card must be received prior to the Denmark special meeting.
If you are the record holder of Denmark Class A common stock, you may revoke your proxy at any time before it is voted at the special meeting by:

delivering written notice of revocation to the Corporate Secretary of Denmark;

timely submitting another proxy online or by telephone or mail prior to the Denmark special meeting; or

attending the Denmark special meeting and notifying the election officials that you wish to revoke your proxy and vote virtually.
All written notices of revocation and other communications with respect to revocation or proxies should be sent to: Denmark Bancshares, Inc., 103 E. Main Street, Denmark, Wisconsin 54208, Attention: Corporate Secretary. Attendance at the Denmark special meeting will not, by itself, revoke your proxy. If you hold your shares in ‘‘street name’’ with a bank or broker, you must contact such bank or broker for instructions as to how to revoke your proxy.
Shares Held in “Street Name”; Broker Non-Votes
Banks, brokers and other nominees who hold shares of Denmark Class A common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are not allowed to exercise their voting discretion with respect to the approval of matters determined to be “non-routine,” without specific instructions from the beneficial owner. Broker non-votes are shares held by a broker, bank or other nominee that are represented at the Denmark special
 
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meeting, but with respect to which the broker or nominee is not instructed by the beneficial owner of such shares to vote on the particular proposal and the broker does not have discretionary voting power on such proposal.
If your broker, bank or other nominee holds your shares of Denmark Class A common stock in “street name,” your broker, bank or other nominee will vote your shares of Denmark Class A common stock only if you provide instructions on how to vote by filling out the voter instruction form sent to you by your broker, bank or other nominee with this joint proxy statement/prospectus.
Shares Subject to Voting Agreement; Shares Held by Directors and Executive Officers
All directors and executive officers of Denmark, solely in their capacity as shareholders of Denmark, have entered into voting agreements with Bank First, pursuant to which they have agreed to vote their shares of Denmark Class A common stock in favor of the approval of the merger agreement and the merger and against the approval or adoption of any proposal made in opposition to the merger. As of the Denmark record date, [    ] shares of Denmark Class A common stock, or approximately [   ]% of the outstanding shares of Denmark Class A common stock entitled to vote at the Denmark special meeting, are bound by the voting agreements.
Solicitation of Proxies; Expenses
This proxy solicitation is made by the Denmark board of directors. Denmark is responsible for its expenses incurred in preparing, assembling, printing, and mailing this joint proxy statement/prospectus. Proxies will be solicited through the mail. Additionally, directors and officers of Denmark intend to solicit proxies personally or by telephone or other means of communication. The directors and officers will not be additionally compensated for any such solicitation. Denmark will reimburse banks, brokers, and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding the proxy materials to beneficial owners. In addition, Denmark retains the discretion to engage a third-party proxy solicitor to assist Denmark in soliciting proxies from the Denmark shareholders.
Dissenters’ Rights
Both Denmark Class A and Class B common shareholders are entitled to assert dissenters’ rights with respect to the Denmark merger proposal. These dissenters’ rights are conditioned on strict compliance with the requirements of Subchapter XIII of the WBCL. Please see “The Merger — Dissenters’ Rights,” beginning on page 82, and the full text of Subchapter XIII of the WBCL, which is reproduced in full in Annex D to this joint proxy statement/prospectus, for additional information.
Attending the Denmark Special Meeting
All shareholders of Denmark as of the Denmark record date, including shareholders of record and shareholders who hold their shares in “street name” through banks, brokers, nominees or any other holder of record as of the Denmark record date, are invited to virtually attend the Denmark special meeting. However, only holders of record of Denmark Class A common stock will be entitled to vote virtually at the Denmark special meeting. If you are not a shareholder of record of Denmark Class A common stock as of the Denmark record date, you must obtain a proxy card, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote virtually at the Denmark special meeting. If you plan to virtually attend the Denmark special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership and register in advance for the virtual meeting. Denmark reserves the right to refuse admittance to anyone who did not properly register for the virtual meeting. The use of cameras, sound recording equipment, communications devices or any similar equipment during the Denmark special meeting is prohibited without Denmark’s express written consent.
A Denmark shareholder who holds shares in “street name” through a broker, bank, trustee or other nominee (which we refer to as a “beneficial owner”) who desires to virtually attend the Denmark special meeting must provide proof of beneficial ownership as of the Denmark record date, such as a letter from the
 
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broker, bank, trustee or other nominee that is the record owner of such beneficial owner’s shares, a brokerage account statement or the voting instruction form provided by the broker.
Denmark Merger Proposal
Denmark is asking its Class A common shareholders to approve the Denmark merger proposal. Holders of Denmark Class A common stock should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A.
After careful consideration, the Denmark board of directors, by a unanimous vote of all directors, approved the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the merger, to be advisable and in the best interest of Denmark and its shareholders. See “The Merger — Denmark’s Reasons for the Merger; Recommendation of the Denmark Board of Directors” beginning on page 52 of this joint proxy statement/prospectus for a more detailed discussion of the Denmark board of directors’ recommendation.
The Denmark board of directors unanimously recommends a vote “FOR” the Denmark merger proposal.
Denmark Adjournment Proposal
The Denmark special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Denmark special meeting to approve the Denmark merger proposal.
If, at the Denmark special meeting, the number of shares of Denmark Class A common stock present or represented and voting in favor of the Denmark merger proposal is insufficient to approve the Denmark merger proposal, Denmark intends to move to adjourn the Denmark special meeting in order to enable the Denmark board of directors to solicit additional proxies for approval of the Denmark merger proposal. In that event, Denmark will ask the holders of Denmark Class A common stock to vote upon the Denmark adjournment proposal, but not the Denmark merger proposal.
In this proposal, Denmark is asking the holders of Denmark Class A common stock to authorize the holder of any proxy solicited by the Denmark board of directors on a discretionary basis to vote in favor of adjourning the Denmark special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from Denmark Class A common shareholders who have previously voted.
The Denmark board of directors unanimously recommends a vote “FOR” the Denmark adjournment proposal.
Assistance
If you need assistance in completing your proxy card, have questions regarding Denmark’s special meeting or would like additional copies of this joint proxy statement/prospectus, please contact Lori Sisel, Executive Assistant of Denmark, at (920) 863-2161 or by email to loris@denmarkstate.com.
 
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BANK FIRST SPECIAL MEETING
Date, Time and Place of Bank First Special Meeting
The Bank First special meeting will be held virtually on [    ], at [    ], Central Time. The meeting will be held in an online-only virtual format. To access the Bank First special meeting online, please go to [    ]. This page will include a link to register for the event and instructions for accessing the Bank First special meeting. On or about [    ], 2022, Bank First commenced mailing this document and the enclosed forms of proxy cards to its shareholders entitled to vote at the Bank First special meeting.
Matters to be Considered
At the Bank First special meeting, the holders of Bank First common stock will be asked to consider and vote upon the Bank First merger proposal and, if necessary, the Bank First adjournment proposal. Completion of the merger is conditioned on, among other things, Bank First shareholder approval of the Bank First merger proposal. No other business may be conducted at the Bank First special meeting.
Recommendation of the Bank First Board of Directors
On January 18, 2022, the Bank First board of directors unanimously approved the merger agreement and the transactions contemplated thereby. Based on Bank First’s reasons for the merger described in the section of this joint proxy statement/prospectus entitled “The Merger — Bank First’s Reasons for the Merger; Recommendation of the Bank First Board of Directors” beginning on page 65, the Bank First board of directors believes that the merger and the issuance of shares of Bank First common stock as merger consideration is in the best interests of Bank First shareholders. Accordingly, the Bank First board of directors unanimously recommends that its shareholders vote “FOR” the Bank First merger proposal and, if necessary, vote “FOR” the Bank First adjournment proposal.
Record Date and Quorum
The Bank First board of directors has fixed the close of business on [    ], 2022 as the Bank First record date, which is the date for determining the holders of Bank First common stock entitled to receive notice of and to vote at the Bank First special meeting. As of the Bank First record date, there were [    ] shares of Bank First common stock outstanding and entitled to notice of, and to vote at, the Bank First special meeting or any adjournment thereof, and such outstanding shares of Bank First common stock were held by [    ] holders of record. Each share of Bank First common stock entitles the holder to one vote at the Bank First special meeting on each proposal to be considered at the Bank First special meeting.
The holders of a majority of the shares of Bank First common stock issued and outstanding and entitled to vote at the Bank First special meeting must be present, either in person or by proxy, to constitute a quorum at the Bank First special meeting. Abstentions and shares held of record by a broker or nominee that are voted on any matter are included in determining whether a quorum exists. Broker non-votes, if any, will not be included in determining whether a quorum exists. No business may be transacted by the holders of Bank First common stock at the Bank First special meeting unless a quorum is present.
Required Vote; Treatment of Abstentions; Broker Non-Votes and Failure to Vote
The Bank First Merger Proposal.   The affirmative vote of the holders of at least a majority of the outstanding shares of Bank First common stock is required to approve the Bank First merger proposal. If you fail to vote in person or by proxy or fail to instruct your bank, broker or other nominee to vote, of if you mark “ABSTAIN” on your proxy card, with respect to the Bank First merger proposal, it will have the same effect as a vote “AGAINST” the proposal.
The Bank First Adjournment Proposal.   The number of votes cast “FOR” the Bank First adjournment proposal exceeding the number of votes cast “AGAINST” the Bank First adjournment proposal is required to approve the proposal. If you fail to vote in person or by proxy or fail to instruct your bank, broker or other nominee to vote, or if you mark “ABSTAIN” on your proxy card, with respect to the Bank First
 
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adjournment proposal, you will not be deemed to have cast a vote with respect to such proposal, and it will have no effect on such proposal.
The Bank First board of directors encourages you to complete, date and sign the enclosed proxy card that is applicable to your shares of Bank First common stock and return it promptly in the enclosed postage-paid envelope so that your voice is heard on these matters.
Voting and Revocation of Proxies
Proxies, in the forms enclosed, which are properly executed and returned and not subsequently revoked, will be voted in accordance with the instructions indicated on the proxies. Any properly executed proxy on which voting instructions are not specified will be voted “FOR” the Bank First merger proposal and “FOR” the Bank First adjournment proposal, if applicable.
If you are a shareholder of record of Bank First as of [           ], 2022, the Bank First record date, you may submit your proxy before the Bank First special meeting in any of the following ways:

You may vote online.   You may vote online by accessing [    ]. Have your proxy card available.

You may vote by telephone.   You may vote by telephone by calling toll-free [     ]. Have your proxy card available.

You may vote by mail.   You may vote by mail by completing, signing, dating and returning the enclosed proxy card to Computershare Proxy Services, P.O. Box 505008, Louisville, KY 40233-9814.

You may vote in person at the virtual meeting.   You may vote by attending the virtual meeting and casting your vote virtually.
If you intend to submit your proxy by telephone or via the internet, you must do so by 11:59 P.M. Central Time on the day before the Bank First special meeting. If you intend to submit your proxy by mail, your completed proxy card must be received prior to the Bank First special meeting.
If you are the record holder of your Bank First shares, you may revoke your proxy at any time before it is voted at the special meeting by:

delivering written notice of revocation to the Corporate Secretary of Bank First;

timely submitting another proxy online or by telephone or mail prior to the Bank First special meeting; or

attending the Bank First special meeting and notifying the election officials that you wish to revoke your proxy and vote virtually.
All written notices of revocation and other communications with respect to revocation or proxies should be sent to: Bank First Corporation, 402 N. 8th Street, Manitowoc, Wisconsin 54220, Attention: Corporate Secretary. Attendance at the Bank First special meeting will not, by itself, revoke your proxy. If you hold your shares in ‘‘street name’’ with a bank or broker, you must contact such bank or broker for instructions as to how to revoke your proxy.
Shares Held in “Street Name”; Broker Non-Votes
Banks, brokers and other nominees who hold shares of Bank First common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are not allowed to exercise their voting discretion with respect to the approval of matters determined to be “non-routine,” without specific instructions from the beneficial owner. Broker non-votes are shares held by a broker, bank or other nominee that are represented at the Bank First special meeting, but with respect to which the broker or nominee is not instructed by the beneficial owner of such shares to vote on the particular proposal and the broker does not have discretionary voting power on such proposal.
If your broker, bank or other nominee holds your shares of Bank First common stock in “street name,” your broker, bank or other nominee will vote your shares of Bank First common stock only if you provide
 
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instructions on how to vote by filling out the voter instruction form sent to you by your broker, bank or other nominee with this joint proxy statement/prospectus.
Shares Subject to Voting Agreement; Shares Held by Directors and Executive Officers
All directors and executive officers of Bank First, solely in their capacity as shareholders of Bank First, have entered into voting agreements with Denmark pursuant to which they have agreed to vote their shares of Bank First common stock in favor of the approval of the merger agreement and the transactions contemplated thereby, including the issuance of shares of Bank First common stock as merger consideration in the merger. As of the Bank First record date, [    ] shares of Bank First common stock, or approximately [    ]% of the outstanding shares of Bank First common stock entitled to vote at the Bank First special meeting, are bound by the voting agreements.
Solicitation of Proxies; Expenses
This proxy solicitation is made by the Bank First board of directors. Bank First is responsible for its expenses incurred in preparing, assembling, printing, and mailing this joint proxy statement/prospectus. Proxies will be solicited through the mail. Additionally, directors and officers of Bank First intend to solicit proxies personally or by telephone or other means of communication. The directors and officers will not be additionally compensated for any such solicitation. Bank First will reimburse banks, brokers, and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding the proxy materials to beneficial owners. In addition, Bank First retains the discretion to engage a third-party proxy solicitor to assist Bank First in soliciting proxies from the Bank First shareholders.
Attending the Bank First Special Meeting
All shareholders of Bank First as of the Bank First record date, including shareholders of record and shareholders who hold their shares in “street name” through banks, brokers, nominees or any other holder of record as of the Bank First record date, are invited to virtually attend the Bank First special meeting. Shareholders of record of Bank First common stock can vote virtually at the Bank First special meeting. If you are not a shareholder of record as of the Bank First record date, you must obtain a proxy card, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote virtually at the Bank First special meeting. If you plan to virtually attend the Bank First special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership and register in advance for the virtual meeting. Bank First reserves the right to refuse admittance to anyone who did not properly register for the virtual meeting. The use of cameras, sound recording equipment, communications devices or any similar equipment during the Bank First special meeting is prohibited without Bank First’s express written consent.
A Bank First shareholder who holds shares in “street name” through a broker, bank, trustee or other nominee (which we refer to as a “beneficial owner”) who desires to virtually attend the Bank First special meeting must provide proof of beneficial ownership as of the Bank First record date, such as a letter from the broker, bank, trustee or other nominee that is the record owner of such beneficial owner’s shares, a brokerage account statement or the voting instruction form provided by the broker.
Bank First Merger Proposal
Bank First is asking its shareholders to approve the Bank First merger proposal. Holders of Bank First common stock should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A.
After careful consideration, the Bank First board of directors, by a unanimous vote of all directors, approved the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of Bank First common stock as merger consideration, to be advisable and in the best interest of Bank First and its shareholders. See “The Merger — Bank First’s Reasons for the Merger; Recommendation of the Bank First Board of Directors” beginning on
 
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page 65 of this joint proxy statement/prospectus for a more detailed discussion of the Bank First board of directors’ recommendation.
The Bank First board of directors unanimously recommends a vote “FOR” the Bank First merger proposal.
Bank First Adjournment Proposal
The Bank First special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Bank First special meeting to approve the Bank First merger proposal.
If, at the Bank First special meeting, the number of shares of Bank First common stock present or represented and voting in favor of the Bank First merger proposal is insufficient to approve the Bank First merger proposal, Bank First intends to move to adjourn the Bank First special meeting in order to enable the Bank First board of directors to solicit additional proxies for approval of the Bank First merger proposal. In that event, Bank First will ask the holders of Bank First common stock to vote upon the adjournment proposal, but not the Bank First merger proposal.
In this proposal, Bank First is asking the holders of Bank First common stock to authorize the holder of any proxy solicited by the Bank First board of directors on a discretionary basis to vote in favor of adjourning the Bank First special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from Bank First shareholders who have previously voted.
The Bank First board of directors unanimously recommends a vote “FOR” the Bank First adjournment proposal.
Assistance
If you need assistance in completing your proxy card, have questions regarding Bank First’s special meeting or would like additional copies of this joint proxy statement/prospectus, please contact Kelly Dvorak, Corporate Secretary of Bank First, at (920) 652-3100 or by email to kdvorak@bankfirst.com
 
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THE MERGER
The following discussion contains certain information about the merger. The discussion is subject, and qualified in its entirety by reference, to the merger agreement attached as Annex A to this joint proxy statement/prospectus and incorporated herein by reference. We urge you to read carefully this entire joint proxy statement/prospectus, including the merger agreement attached as Annex A, for a more complete understanding of the merger.
General
Each of Bank First’s and Denmark’s respective boards of directors has unanimously approved the merger agreement and the transactions contemplated by the merger agreement. The merger agreement provides for the acquisition of Denmark by Bank First pursuant to the merger of Denmark with and into Bank First, with Bank First as the surviving company, which we refer to as the merger. Immediately after the merger, Denmark State Bank, a wholly-owned Wisconsin-state bank subsidiary of Denmark, will be merged with and into Bank First, N.A., a wholly-owned bank subsidiary of Bank First, with Bank First, N.A. as the surviving bank, which we refer to as the bank merger.
Terms of the Merger
Each of the boards of directors of Bank First and Denmark has unanimously approved the merger agreement and the transactions contemplated thereby including, in the case of the Bank First board of directors, the issuance of shares of Bank First common stock as merger consideration. The merger agreement provides that, subject to the terms and conditions set forth in the merger agreement, Denmark will merge with and into Bank First, with Bank First continuing as the surviving entity. Immediately following the merger, Denmark State Bank, Denmark’s wholly-owned banking subsidiary, will merge with and into Bank First, N.A., Bank First’s wholly-owned banking subsidiary, with Bank First, N.A. as the surviving bank.
If the merger is completed, each share of Denmark common stock (both Class A and Class B) (other than shares of Denmark common stock held by Denmark, Bank First or any Denmark dissenting shareholders) issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive, at the election of each Denmark shareholder, either (i) $38.10 in cash (the “per share cash consideration”), or (ii) 0.5276 of a share of Bank First’s common stock (the “per share stock consideration”), subject to customary proration and allocation procedures such that at least 80% of Denmark shares will receive the stock consideration and no more than 20% of Denmark shares will receive the cash consideration. The aggregate cash consideration will be up to $23,904,656 and the aggregate stock consideration will be up to 1,655,131 shares of Bank First common stock. As a result, if the aggregate number of Denmark common shares with respect to which a valid cash election has been made exceeds the aggregate cash consideration limit, Denmark shareholders who have elected to receive the cash consideration will receive a mixture of both stock consideration and cash consideration in accordance with the proration procedures set forth in the merger agreement so that such aggregate cash consideration limit is not exceeded. The stock consideration and the cash consideration, as well as any necessary proration thereto in accordance with the merger agreement, are collectively referred to as the merger consideration.
The aggregate merger consideration (including the per share cash consideration and per share stock consideration) is also subject to a downward adjustment based on Denmark’s tangible equity capital at closing. If Denmark’s tangible equity capital (as calculated per the merger agreement) is less than $67,565,297 (which we refer to as the “Denmark equity minimum”) at the time of the closing of the merger, then the aggregate merger consideration will be adjusted downward by an amount that is reflective of the overall shortfall between the Denmark equity minimum and Denmark’s tangible equity capital at closing.
Immediately prior to the effective time of the merger, all outstanding shares of Denmark common stock subject to vesting restrictions granted under Denmark benefit plans (which we refer to as “Denmark restricted stock”) will become fully vested. At the effective time of the merger, each share of Denmark restricted stock that is outstanding immediately prior to the closing of the merger will be cancelled and converted automatically (without any further action on part of the holder thereto) into the right to receive, at the election of the holder, the applicable merger consideration. In addition, all dividends previously declared and paid, but held by Denmark on account for the Denmark shareholders with respect to such Denmark
 
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restricted stock, shall be paid in cash by Denmark to such Denmark shareholders. In addition, prior to the effective time of the merger, the Denmark board will take such actions with respect to the Denmark employee stock purchase plan, which we refer to as the Denmark ESPP, necessary to provide that (i) except to the extent necessary to comply with applicable law, participation in the Denmark ESPP will be limited to those employees who are participants on the date of the merger agreement, (ii) except to the extent necessary to comply with law, participants may not increase their payroll deduction elections or rate of contributions from those in effect on the date of the merger agreement or make any separate non-payroll contributions to the Denmark ESPP on or following the date of the merger agreement, (iii) no new offering period will be commenced after the date of the merger agreement, (iv) the offering period in progress as of the effective time of the merger will be shortened and each outstanding option under the Denmark employee stock purchase plan will be exercised automatically ten business days prior to the effective time of the merger, and (v) the plan will terminate effective as of the effective time of the merger.
Bank First will not issue any fractional shares of Bank First common stock in the merger. Instead, a Denmark shareholder who otherwise would have received a fraction of a share of Bank First common stock will receive an amount in cash (without interest and rounded to the nearest cent) determined by multiplying (1) the per share volume weighted average price of Bank First common stock as reported on the Nasdaq Stock Market during the twenty consecutive trading days immediately prior to the fifth trading day prior to closing by (2) the fraction of a share (rounded to the nearest one hundredth of a share) of Bank First common stock to which such shareholder would otherwise be entitled to receive.
Bank First’s shareholders and Denmark’s shareholders are being asked to approve the Bank First merger proposal and the Denmark merger proposal, respectively. See the section of this joint proxy statement/prospectus entitled “The Merger Agreement” beginning on page 88 for additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the completion of the merger and the provisions for terminating or amending the merger agreement.
Background of the Merger
The board of directors and executive officers of Denmark have regularly discussed and reviewed Denmark’s business, performance and prospects, including its strategic alternatives with the goal of enhancing value for its shareholders. In the context of such reviews, the strategic alternatives considered by the Denmark board have included, among other things, continuing its on-going operations as an independent institution, acquiring other depository institutions, opening new branch offices or buying other financial services firms engaged in complementary lines of business. The Denmark board also reviewed the competitive environment in its market area as well as merger and acquisition activity in the financial services industry in general and in Wisconsin.
The Denmark board of directors and executive management team have also been aware in recent years of changes in the financial services industry and the regulatory environment, as well as the competitive challenges facing a financial institution such as Denmark. These challenges have included an interest rate environment that has resulted in pressure on the interest rate spread and margin, increasing government regulations, increasing expense burdens and commitments for technology, the length of the current period of economic growth experienced in the United States, succession planning challenges, and increasing competition in the delivery of financial products and services combined with increased customer expectations for the availability of sophisticated financial products and services from financial institutions. In addition, the board of directors was sensitive to the need for Denmark to deploy excess capital to maximize return for its shareholders. The Denmark board has always recognized that its fiduciary duty to its shareholders encompassed consideration of a business combination, merger or sale of Denmark that might offer enhanced value to its shareholders and greater market liquidity. Given Denmark’s relative size and position in the marketplace, the Denmark board of directors also considered who potential buyers for the company were both now and over time.
As a result of these conversations, the Denmark board determined that it was in the best interest of its shareholders to more actively explore its strategic options. During the Fall and Winter of 2021, executive management met with several investment banking firms to review Denmark’s possible strategic alternatives and provide advice regarding a possible business combination with another entity.
 
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Piper Sandler, as part of its investment banking business, is regularly engaged in the evaluation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, and distributions of listed and unlisted securities. Piper Sandler is familiar with the market for common stocks of publicly traded and privately held banks, thrifts, and bank and thrift holding companies. Because of Piper Sandler’s extensive experience and capabilities related to business combinations of financial institutions and its reputation as a leading investment banking firm in the financial services area, Denmark decided to seek Piper Sandler’s assistance in its review of strategic alternatives.
From 2017 through 2019, the Denmark management team regularly reviewed and pursued a number of potential acquisition opportunities as well as possible business combinations with other similarly sized entities. On August 6, 2019, representatives from Piper Sandler and Godfrey & Kahn, S.C., Denmark’s legal counsel (“Godfrey & Kahn”), attended a meeting of the Denmark board of directors. A representative from Piper Sandler discussed and reviewed its presentation materials, a copy of which was provided to the board of directors. The Piper Sandler representative discussed the recent overall and bank stock market performance and presented a summary of various potential strategic alternative scenarios including Denmark continuing to operate as an independent company and the potential value that could be achieved for Denmark’s shareholders in a change in control transaction. The Piper Sandler representative also addressed potential merger partners, financial and pricing information for comparable merger and acquisition transactions, and a typical timeline for this type of transaction.
On February 13, 2020, Denmark’s board of directors received an unsolicited written non-binding indication of interest from Bank First that proposed an acquisition of Denmark by Bank First at an aggregate implied purchase price of $109.0 million payable 80% in stock and 20% in cash.
On February 17, 2020, representatives from Piper Sandler and Godfrey & Kahn attended a meeting of the Denmark board of directors. The Piper Sandler representative discussed the recent bank stock market and industry performance and presented a summary of various potential strategic alternative scenarios, including Denmark continuing to operate as an independent company and the potential value that could be achieved for Denmark shareholders in a change in control transaction. In addition to reviewing the non-binding indication of interest submitted by Bank First, the Piper Sandler representative also addressed other potential merger partners, as well as financial and pricing information for comparable merger and acquisition transactions.
On March 16, 2020, a representative from Piper Sandler attended another meeting of the Denmark board of directors to update the materials and continue the discussion form the prior board meeting. The board reviewed and considered a number of factors including the aggregate consideration offered by Bank First, the mix of merger consideration between stock and cash, valuation and trading characteristics of stock consideration offered, and impact to shareholders, community, and associates in a potential control sale as compared to various other strategic alternative scenarios, including Denmark continuing to operate as an independent company. Following extensive discussions, the board determined to not move forward with further exploration of a possible transaction with Bank First at that time, as it was still pursuing its strategy for both organic growth and growth by acquisition, which it viewed was in the better long-term interest of its shareholders at that time. The board’s decision was subsequently communicated to Bank First.
Throughout the second half of 2020, Denmark engaged in discussions about a potential merger with a similarly sized institution. These discussions did not result in a letter of intent, and in January 2021, the potential counterparty informed Denmark that it would not pursue further exploration of a transaction with Denmark at that time.
The Denmark board of directors and management team continued to actively explore strategic options in the best interest of its shareholders. This included meetings between the Denmark board of directors and management team with representatives from Piper Sandler and Godfrey & Kahn on February 18, 2021 and May 17, 2021 to discuss possible strategic alternatives or remaining an independent company and pursuing other growth opportunities.
On September 13, 2021, a representative from Piper Sandler attended a meeting of the Denmark board of directors. The Piper Sandler representative presented a summary of various potential strategic alternative scenarios, including Denmark continuing to operate as an independent company and the potential value
 
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that could be achieved for Denmark’s shareholders in a change in control transaction. The Piper Sandler representative also addressed potential merger partners as well as financial and pricing information for comparable merger and acquisition transactions. Following the meeting, the board of directors took some time to consider the information provided by Piper Sandler and then met again on October 18, 2021 to discuss a plan forward. After considerable discussion, the board of directors authorized management to engage Piper Sandler as Denmark’s financial advisor to explore potential strategic transactions.
On October 25, 2021, Denmark entered into an engagement letter with Piper Sandler. Over the next several weeks, representatives of Piper Sandler worked with the Denmark management team and the finance & capital committee of the board of directors to develop a list of potential merger partners. The list was based on likelihood of interest, financial capacity and perceived potential to obtain required regulatory approvals. During this time, representatives of Piper Sandler also worked with management of Denmark, as well as representatives of Godfrey & Kahn to develop materials necessary for the process, including establishing a due diligence online data room, preparing confidentiality agreements and initial informational materials. In the first week of November 2021, at Denmark’s request, Piper Sandler began contacting representatives of the financial institutions previously identified as potential merger partners.
Piper Sandler contacted Bank First on November 4, 2021. Of the three financial institutions contacted, all three requested confidentiality agreements (with two eventually signing such agreements). Those two institutions were given access to an electronic data room that contained non-public information regarding Denmark’s loans and deposits, credit quality, vendor contracts, and operating expenses. During this time period, the parties that entered into confidentiality agreements conducted their due diligence reviews of Denmark. On November 23, 2021 Bank First, via its financial advisor, delivered to Piper Sandler its preliminary, non-binding expression of interest letter that proposed an acquisition of Denmark by Bank First at an aggregate implied purchase price of $119.5 million payable 80% in stock and 20% cash. The other potential merger partner did not submit a letter of intent to Piper Sandler.
On November 29, 2021, the Denmark finance & capital committee of the board of directors, along with representatives from Piper Sandler and Godfrey & Kahn, met to review the letter of intent received. Materials prepared by Piper Sandler summarizing the process to date, the financial terms of the letter of intent received, overview materials on Bank First, and next steps in the process were reviewed and discussed by the Denmark board. The board reviewed and considered a number of factors, including the aggregate consideration offered, the mix of merger consideration between stock and cash, ability of Bank First to obtain regulatory approval, valuation and trading characteristics of stock consideration offered, and impact to shareholders, community, and associates. Following extensive discussions, the finance & capital committee of the board voted to move forward with further exploration of a possible transaction with Bank First and to proceed with additional due diligence.
During the last week of November 2021, Bank First continued with additional due diligence and representatives of the management teams of Denmark and Bank First talked several times to discuss the merger, the operations and business of the two companies and certain logistical issues. In addition, on December 1, 2021, the President and Chief Executive Officer and Chief Operating Officer of Bank First met with the Denmark board of directors to discuss Bank First and its strategic vision. Following that meeting, after an extensive discussion, the board of directors voted to move forward on an exclusive basis with Bank First and authorized management to proceed with a transaction and negotiate a merger agreement in line with the letter of intent and other items discussed at the meeting. On December 2, 2021, Denmark accepted the non-binding letter of intent submitted by Bank First on November 23, 2021.
Godfrey & Kahn received an initial draft of the merger agreement from Alston & Bird LLP (“Alston & Bird”), counsel for Bank First, on December 17, 2021. That agreement, along with the ancillary bank merger agreement, director/officer voting agreements and non-competition agreements, were negotiated between the parties through January 14, 2022, during which period of time each party also prepared comprehensive disclosure schedules to be delivered concurrently with the merger agreement.
Bank First and its advisors conducted due diligence regarding Denmark through review of certain requested information and documents provided by Denmark through the online data room. On December 20, 2021 and December 29, 2021, Alston & Bird conducted regulatory due diligence conference calls with Denmark and Godfrey & Kahn to discuss Denmark’s regulatory standing with its federal and state regulators.
 
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Denmark and its advisors conducted reverse due diligence regarding Bank First through review of Bank First’s publicly filed information and other documents and information provided by Bank First. On December 27, 2021, Denmark and representatives of Piper Sandler engaged in a reverse diligence conference call with Bank First and its financial advisor, Hovde Group, LLC (which we refer to as “Hovde”), covering topics such as documents previously provided to Denmark by Bank First, the strategic plan and future growth prospects for Bank First, integration of Denmark into Bank First, financial performance, strategic plans specific to Denmark’s markets, shareholder liquidity, existing lines of business and potential new lines of business.
On January 14, 2022, a special meeting of the Denmark board of directors was convened. Representatives of Denmark’s legal and financial advisors participated in the meeting. A copy of the merger agreement that had been negotiated to date, as well as certain ancillary documents, had been provided to the members of the board of directors on January 12, 2022. Representatives of Piper Sandler began the meeting by reviewing with the Denmark board its financial analysis of the proposed transaction, and rendered Piper Sandler’s oral opinion (subsequently delivered in writing at the conclusion of the meeting), as described in the section titled “The Merger — Opinion of Denmark’s Financial Advisor” beginning on page 54, to the effect that, as of January 14, 2022, and based upon and subject to the assumptions, considerations, qualifications and limitations set forth in the written opinion, the merger consideration to be received by the Denmark common shareholders pursuant to the merger was fair, from a financial point of view, to those shareholders. The board discussed the attributes of Bank First’s common stock, including its recent market performance and its trading volume. Representatives of Godfrey & Kahn then summarized the fiduciary duties of each director, with an emphasis on the role of the board of directors in a change in control scenario. Godfrey & Kahn reviewed in detail the terms of the merger agreement and other ancillary agreements to be entered into by the directors and senior management. Godfrey & Kahn also discussed the proposed resolutions that the board of directors would be requested to approve in connection with the merger. Following extensive discussion and questions and answers, including consideration of the factors described under “Denmark’s Reasons for the Merger; Recommendation of the Denmark Board of Directors,” the board unanimously determined that the merger agreement and the transactions contemplated thereby was advisable and in the best interests of Denmark and its shareholders. The board then unanimously approved the merger agreement and the transactions contemplated thereby.
On January 18, 2022, Bank First’s board of directors met at a special meeting to review and discussed the proposed merger and the merger agreement. Management of Bank First reviewed the final terms of the proposed merger agreement and related transaction documents with the Bank First board. Also at this meeting, Hovde reviewed with the Bank First board its financial analysis of the merger consideration delivered to the Bank First board its written opinion, dated January 18, 2022, to the effect that, as of that date and based on and subject to various assumptions and limitations described in its opinion, the “aggregate consideration” to be issued and paid in the merger pursuant to the merger agreement, is fair, from a financial point of view, to Bank First and its shareholders. See “The Merger — Opinion of Bank First’s Financial Advisor” beginning on page 67. After taking into consideration the matters discussed during this meeting and prior meetings of the Bank First board, including the factors described under the section of this joint proxy statement/prospectus entitled “The Merger — Bank First’s Reasons for the Merger; Recommendation of the Bank First Board of Directors,” the Bank First board of directors unanimously approved the merger agreement and related actions and recommended the adoption and approval of such agreement and transactions to the Bank First shareholders.
Following the completion of the Denmark and Bank First board meetings, Denmark and Bank First executed the definitive merger agreement and the Denmark directors and officers executed the voting agreement effective Tuesday, January 18, 2022. Before the opening of the market on Wednesday, January 19, 2022, Bank First and Denmark issued a joint press release announcing the execution of the merger agreement.
Denmark’s Reasons for the Merger; Recommendation of the Denmark Board of Directors
After careful consideration, at its meeting on January 14, 2022, the Denmark board of directors determined that the merger is in the best interests of Denmark and its shareholders and that the consideration to be received in the merger is fair to the Denmark shareholders. Accordingly, the Denmark board of
 
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directors unanimously approved the merger agreement and recommended that the Denmark shareholders vote “FOR” the Denmark merger proposal.
In reaching its decision to approve the merger agreement and recommend the merger to its shareholders, the Denmark board of directors evaluated the merger and the merger agreement, in consultation with Denmark’s management, as well as its legal and financial advisors, and considered a number of positive factors, including the following material factors, which are not presented in order of priority:

the board of directors’ assessment of the strategic options available to Denmark and the execution risk presented by those options, along with the determination that none of the strategic options considered were likely to create greater present value for Denmark’s shareholders than the value to be paid by Bank First in the merger;

the financial and other terms of the merger agreement, including the price to be paid for the shares of Denmark common stock, and the form and mix of consideration to be received by Denmark shareholders;

each of Denmark’s, Bank First’s and the combined company’s business, operations, management, financial condition, asset quality, earnings and prospects. In reviewing these factors, the Denmark board of directors considered its view that Bank First’s business and operations complement those of Denmark and that the merger would result in a combined company with diversified revenue sources, a well-balanced loan portfolio and an attractive funding base;

the increased liquidity of the Bank First common stock as listed on Nasdaq, contrasted with the relative illiquidity of the Denmark common stock traded on the OTCQX market;

the expectation that Denmark shareholders would have the opportunity to participate in future growth of the combined company;

the potential for stock appreciation in the combined company for Denmark shareholders;

the ability to become part of a larger institution with a higher lending limit and the infrastructure for growth, helping to further service Denmark’s customer base and communities;

the opportunities for advancement in the combined company for existing Denmark employees;

its understanding of the current and prospective environment in which Denmark and Bank First operate, including national and local economic conditions, the interest rate environment that has resulted in pressure on the interest rate spread and margin, increasing operating costs resulting from regulatory initiatives and compliance mandates, continued consolidation in the industry, the competitive environment for financial institutions generally, succession planning issues, and the likely effect of these factors on Denmark both with and without the proposed transaction;

its review and discussions with Denmark’s management concerning the due diligence investigation of Bank First;

Bank First’s reputation in the communities that it serves and Bank First’s familiarity with the Wisconsin market;

the financial presentation and opinion of Piper Sandler, Denmark’s financial advisor, delivered on January 14, 2022 to the Denmark board of directors, and subsequently confirmed in writing, to the effect that, as of that date, and based upon and subject to the various factors, assumptions and limitations set forth in such opinion, the merger consideration to be paid to holders of Denmark common stock in the merger was fair, from a financial point of view, to such holders, as more fully described below in the section entitled “The Merger — Opinion of Denmark’s Financial Advisor”; and

the expected tax treatment of the merger as a tax-free reorganization under the Internal Revenue Code.
 
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The Denmark board of directors also considered a number of potential risks and uncertainties associated with the merger in connection with its deliberation of the proposed transaction, including, without limitation, the following:

the potential risks associated with a portion of the merger consideration being paid through the issuance of shares of Bank First common stock and any decrease in the market price of Bank First common stock will result in a reduction in the aggregate merger consideration received by Denmark shareholders;

the potential risk of diverting management attention and resources from the day-to-day operation of Denmark’s business and towards the completion of the merger;

the regulatory and other approvals required in connection with the merger and the expectation that such regulatory approvals will be received in a timely manner and without the imposition of unacceptable conditions;

the possibility that the merger might not be consummated and the effect of the resulting public announcement of the termination of the merger on, among other things, the operations of Denmark;

the restrictions in the merger agreement regarding the operation of Denmark’s business through completion of the merger which may prevent or delay Denmark from undertaking business opportunities that may arise prior to completion of the merger;

that Bank First has a right to a $4,800,000 termination fee if the merger agreement is terminated in certain circumstances; and

that Denmark shareholders will not necessarily know or be able to calculate the actual value of the merger consideration which they would receive upon completion of the merger.
The foregoing discussion of the factors considered by the Denmark board of directors is not intended to be exhaustive, but is believed to include the material factors considered by the Denmark board of directors. The Denmark board of directors collectively reached the unanimous conclusion to approve the merger agreement and the merger in light of the various factors described above and other factors that each member of the Denmark board of directors determined was appropriate. In view of the wide variety of the factors considered in connection with its evaluation of the merger and the complexity of these matters, the Denmark board of directors did not find it useful, and did not attempt, to quantify, rank or otherwise assign relative weights to these factors. In considering the factors described above, the individual members of the Denmark board of directors may have given different weight to different factors. The Denmark board of directors conducted an overall analysis of the factors described above including thorough discussions with Denmark management and Denmark’s advisors, and considered the factors overall to be favorable to, and to support, its determination. It should be noted that this explanation of the Denmark board of directors’ reasoning and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Special Cautionary Note Regarding Forward-Looking Statements.”
THE DENMARK BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT DENMARK SHAREHOLDERS VOTE “FOR” THE DENMARK MERGER PROPOSAL AT THE DENMARK SPECIAL MEETING.
Opinion of Denmark’s Financial Advisor
Denmark retained Piper Sandler to act as financial advisor to Denmark’s board of directors in connection with Denmark’s consideration of a possible business combination. Denmark selected Piper Sandler to act as its financial advisor because Piper Sandler is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Piper Sandler is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.
Piper Sandler acted as financial advisor to Denmark’s board of directors in connection with the proposed merger and participated in certain of the negotiations leading to the execution of the merger agreement. At the January 14, 2022 meeting at which Denmark’s board of directors considered the merger
 
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and the merger agreement, Piper Sandler delivered to the board of directors its oral opinion, which was subsequently confirmed in writing on January 14, 2022, to the effect that, as of such date, the merger consideration was fair to the holders of Denmark’s common stock from a financial point of view.
The full text of Piper Sandler’s opinion is attached as Annex B to this joint proxy statement. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of Denmark common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.
Piper Sandler’s opinion was directed to the board of directors of Denmark in connection with its consideration of the merger and the merger agreement and does not constitute a recommendation to any shareholder of Denmark as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the merger and the merger agreement. Piper Sandler’s opinion was directed only to the fairness, from a financial point of view, of the merger consideration to the holders of Denmark common stock and did not address the underlying business decision of Denmark to engage in the merger, the form or structure of the merger or any other transactions contemplated in the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for Denmark or the effect of any other transaction in which Denmark might engage. Piper Sandler also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director or employee of Denmark, or any class of such persons, if any, relative to the compensation to be received in the merger by any other shareholder. Piper Sandler’s opinion was approved by Piper Sandler’s fairness opinion committee.
In connection with its opinion, Piper Sandler reviewed and considered, among other things:

a draft of the merger agreement, dated January 12, 2022;

certain publicly available financial statements and other historical financial information of Denmark and its banking subsidiary, Denmark State Bank, that Piper Sandler deemed relevant;

certain publicly available financial statements and other historical financial information of Bank First that Piper Sandler deemed relevant;

certain internal financial projections for Denmark for the years ending December 31, 2021 and December 31, 2022 with a long-term annual earnings per share growth rate for the years ending December 31, 2023 through December 31, 2025, as provided by the senior management of Denmark;

publicly available median analyst earnings per share estimates for Bank First for the years ending December 31, 2021 through December 31, 2023, as well as an estimated long-term annual earnings per share growth rate for the years ending December 31, 2024 and December 31, 2025 as provided by Hovde;

the pro forma financial impact of the merger on Bank First based on certain assumptions relating to transaction expenses, cost savings and purchase accounting adjustments as provided by senior management of Bank First and Hovde, as well as estimated net income for Denmark for the years ending December 31, 2021 through December 31, 2025, as provided by the senior management of Denmark;

the publicly reported historical price and trading activity for Denmark common stock and Bank First common stock, including a comparison of certain stock trading information for Denmark common stock and Bank First common stock and certain stock indices, as well as similar publicly available information for certain other companies, the securities of which are publicly traded;

a comparison of certain financial and market information for Denmark and Bank First with similar financial institutions for which information is publicly available;

the financial terms of certain recent business combinations in the bank and thrift industry (on a nationwide basis), to the extent publicly available;

the current market environment generally and the banking environment in particular; and
 
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such other information, financial studies, analyses and investigations and financial, economic and market criteria as Piper Sandler considered relevant.
Piper Sandler also discussed with certain members of the senior management of Denmark and its representatives the business, financial condition, results of operations and prospects of Denmark and held similar discussions with certain members of the senior management of Bank First and its representatives regarding the business, financial condition, results of operations and prospects of Bank First.
In performing its review, Piper Sandler relied upon the accuracy and completeness of all of the financial and other information that was available to and reviewed by Piper Sandler from public sources, that was provided to Piper Sandler by Denmark or Bank First or their respective representatives, or that was otherwise reviewed by Piper Sandler, and Piper Sandler assumed such accuracy and completeness for purposes of rendering its opinion without any independent verification or investigation. Piper Sandler relied on the assurances of the respective managements of Denmark and Bank First that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading. Piper Sandler was not asked to and did not undertake an independent verification of any of such information and Piper Sandler did not assume any responsibility or liability for the accuracy or completeness thereof. Piper Sandler did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of Denmark or Bank First, nor was Piper Sandler furnished with any such evaluations or appraisals. Piper Sandler rendered no opinion or evaluation on the collectability of any assets or the future performance of any loans of Denmark or Bank First. Piper Sandler did not make an independent evaluation of the adequacy of the allowance for loan losses of Denmark or Bank First, or of the combined entity after the merger, and Piper Sandler did not review any individual credit files relating to Denmark or Bank First. Piper Sandler assumed, with Denmark’s consent, that the respective allowances for loan losses for both Denmark and Bank First were adequate to cover such losses and would be adequate on a pro forma basis for the combined entity.
In preparing its analyses, Piper Sandler used certain internal financial projections for Denmark for the years ending December 31, 2021 and December 31, 2022 with a long-term annual earnings per share growth rate for the years ending December 31, 2023 through December 31, 2025, as provided by the senior management of Denmark. In addition, Piper Sandler used publicly available median analyst earnings per share estimates for Bank First for the years ending December 31, 2021 through December 31, 2023, as well as an estimated long-term annual earnings per share growth rate for the years ending December 31, 2024 and December 31, 2025 as provided by Hovde. Piper Sandler also received and used in its pro forma analyses certain assumptions relating to transaction expenses, cost savings and purchase accounting adjustments, the pro forma financial impact of the merger on Bank First based on certain assumptions relating to transaction expenses, cost savings, and purchase accounting adjustments as provided by senior management of Bank First and Hovde, as well as estimated net income for Denmark for the years ending December 31, 2021 through December 31, 2025, as provided by the senior management of Denmark. With respect to the foregoing information, the respective senior managements of Denmark and Bank First confirmed to Piper Sandler that such information reflected (or, in the case of the publicly available analyst estimates referred to above, were consistent with) the best currently available projections, estimates and judgments of those respective managements as to the future financial performance of Denmark and Bank First, respectively, and Piper Sandler assumed that the future financial performance reflected in such information would be achieved. Piper Sandler expressed no opinion as to such information, or the assumptions on which such information was based. Piper Sandler also assumed that there had been no material change in the respective assets, financial condition, results of operations, business or prospects of Denmark or Bank First since the date of the most recent financial statements made available to Piper Sandler. Piper Sandler assumed in all respects material to its analyses that Denmark and Bank First would remain as going concerns for all periods relevant to its analyses.
Piper Sandler also assumed, with Denmark’s consent, that (i) each of the parties to the merger agreement would comply in all material respects with all material terms and conditions of the merger agreement and all related agreements, that all of the representations and warranties contained in such agreements were true and correct in all material respects, that each of the parties to such agreements would perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements were not and would
 
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not be waived, (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Denmark, Bank First, the merger or any related transactions, and (iii) the merger and any related transactions would be consummated in accordance with the terms of the merger agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. Finally, with Denmark’s consent, Piper Sandler relied upon the advice that Denmark received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the merger and the other transactions contemplated by the merger agreement. Piper Sandler expressed no opinion as to any such matters.
Piper Sandler’s opinion was necessarily based on financial, economic, regulatory, market and other conditions as in effect on, and the information made available to Piper Sandler as of, the date thereof. Events occurring after the date thereof could materially affect Piper Sandler’s opinion. Piper Sandler has not undertaken to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date thereof. Piper Sandler expressed no opinion as to the trading value of Denmark common stock or Bank First common stock at any time or what the value of Bank First common stock would be once it is actually received by the holders of Denmark common stock.
In rendering its opinion, Piper Sandler performed a variety of financial analyses. The summary below is not a complete description of all the analyses underlying Piper Sandler’s opinion or the presentation made by Piper Sandler to Denmark’s board of directors but is a summary of the material analyses performed and presented by Piper Sandler. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Piper Sandler believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in Piper Sandler’s comparative analyses described below is identical to Denmark or Bank First and no transaction is identical to the merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or transaction values, as the case may be, of Denmark and Bank First and the companies to which they were compared. In arriving at its opinion, Piper Sandler did not attribute any particular weight to any analysis or factor that it considered. Rather, Piper Sandler made qualitative judgments as to the significance and relevance of each analysis and factor. Piper Sandler did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its opinion, rather, Piper Sandler made its determination as to the fairness of the merger consideration to the holders of Denmark common stock on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.
In performing its analyses, Piper Sandler also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of Denmark, Bank First, and Piper Sandler. The analyses performed by Piper Sandler are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. Piper Sandler prepared its analyses solely for purposes of rendering its opinion and provided such analyses to Denmark’s board of directors at its January 14, 2022 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Piper Sandler’s analyses do not necessarily reflect the value of Denmark common stock or Bank First common stock or the prices at which Denmark or Bank First common stock may be sold at any time. The analyses of Piper Sandler and its opinion were among a number of factors taken into consideration by Denmark’s board of directors in making its determination to approve the merger agreement and the analyses described below
 
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should not be viewed as determinative of the decision of Denmark’s board of directors with respect to the fairness of the merger consideration.
Summary of Proposed Merger Consideration and Implied Transaction Metrics.
Piper Sandler reviewed the financial terms of the proposed merger. Pursuant to the terms of the merger agreement, at the effective time of the merger each share of Denmark common stock issued and outstanding immediately prior to the effective time of the transaction, except for certain shares as set forth in the merger agreement, shall be converted into the right to receive, subject to shareholder election and proration, any of the following forms of consideration (the “Merger Consideration”): (i) for each share of Denmark common stock with respect to which a stock election has been validly made and not revoked (collectively, the “Stock Election Shares”), the right to receive from Bank First 0.5276 shares of validly issued, fully paid and non-assessable Bank First common stock (collectively, the “Stock Consideration”); (ii) for each share of Denmark common stock with respect to which a Cash Election has been validly made and not revoked (collectively, the “Cash Election Shares”), the right to receive in cash from Bank First an amount equal to $38.10 (collectively, the “Cash Consideration”); or (iii) for each share of Denmark common stock other than shares as to which a Cash Election or a Stock Election has been validly made and not revoked (collectively, the “Non-Election Shares”), such Non-Election Shares will receive the Stock Consideration. The merger agreement provides, generally, that the aggregate consideration to be paid by Bank First in respect of the Merger Consideration to holders that make an effective Cash Election shall be up to $23,904,656 (assuming all Dissenting Shares receive cash equal to the Per Share Amount) and to Holders that make an effective Stock Election shall be up to 1,655,131 shares of Bank First Common Stock (assuming 3,137,094 shares of Denmark common stock are outstanding at the Effective Time and subject to increase or decrease, as provided for in the merger agreement). Piper Sandler calculated an aggregate implied transaction value of approximately $119,509,541 and an implied purchase price per share of $38.10 consisting of the implied value of 3,137,094 shares of Denmark common stock based on the closing price of Bank First common stock on January 12, 2022.1 Based upon financial information for Denmark as of or for the last twelve months (“LTM”) ended September 30, 2021 and the closing price of Denmark’s common stock on January 12, 2022, Piper Sandler calculated the following implied transaction metrics:
Transaction Price Per Share / Book Value Per Share
174%
Transaction Price Per Share / Tangible Book Value Per Share
174%
Transaction Price Per Share / Estimated LTM Earnings(2)
21.8x
Transaction Price Per Share / Estimated 2021E EPS(2)
18.3x
Transaction Price Per Share / Estimated 2022E EPS(2)
22.8x
Core Deposit Premium (CDs > $100K)(3)
9.4%
Core Deposit Premium (CDs > $250K)(4)
8.8%
Market Premium as of January 12, 2022.
59.4%
(1)
Calculation and transaction metrics assume 80% stock / 20% cash transaction
(2)
As provided by Denmark senior management
(3)
Core deposits defined as total deposits less time deposits with balances greater than $100,000
(4)
Core deposits defined as total deposits less time deposits with balances greater than $250,000
Stock Trading History.
Piper Sandler reviewed the publicly available historical reported trading prices of Denmark common stock and Bank First common stock for the one-year and three-year periods ended January 12, 2022. Piper Sandler then compared the relationship between the movements in the price of Denmark common stock and Bank First common stock, respectively, to movements in their respective peer groups (as described below) as well as the NASDAQ Bank Index and S&P 500 Index.
 
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Denmark’s One-Year Stock Performance
Beginning Value
January 12, 2021
Ending Value
January 12, 2022
Denmark
0% (3.4)%
Denmark Peer Group
0% +25.5%
S&P 500 Index
0% +24.3%
NASDAQ Bank Index
0% +34.9%
Denmark’s Three-Year Stock Performance
Beginning Value
January 11, 2019
Ending Value
January 12, 2022
Denmark
0% +0.6%
Denmark Peer Group
0% +23.4%
S&P 500 Index
0% +82.0%
NASDAQ Bank Index
0% +54.0%
Bank First’s One-Year Stock Performance
Beginning Value
January 12, 2021
Ending Value
January 12, 2022
Bank First
0% +3.5%
Bank First Peer Group
0% +26.9%
S&P 500 Index
0% +24.3%
NASDAQ Bank Index
0% +34.9%
Bank First’s Three-Year Stock Performance
Beginning Value
January 11, 2019
Ending Value
January 12, 2022
Bank First
0% +50.4%
Bank First Peer Group
0% +28.2%
S&P 500 Index
0% +82.0%
NASDAQ Bank Index
0% +54.0%
Comparable Company Analyses.
Piper Sandler used publicly available information to compare selected financial information for Denmark with a group of financial institutions selected by Piper Sandler. The Denmark peer group included major exchange traded Midwest banks & thrifts with total assets between $500 million and $1.75 billion, but excluded targets of announced merger transactions, mutuals, and 1895 Bancorp of Wisconsin (the “Denmark Peer Group”). The Denmark Peer Group consisted of the following companies:
BankFinancial Corporation
CF Bankshares Inc.
Finward Bancorp
First Capital, Inc.
First Savings Financial Group, Inc.
Hawthorn Bancshares, Inc.
HMN Financial, Inc.
IF Bancorp, Inc.
Landmark Bancorp, Inc.
Limestone Bancorp, Inc.
 
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Middlefield Banc Corp.
Ohio Valley Banc Corp.
Richmond Mutual Bancorporation, Inc.
SB Financial Group, Inc.
United Bancorp, Inc.
United Bancshares, Inc.
The analysis compared publicly available financial information for Denmark with corresponding data for the Denmark Peer Group as of or for the quarter ended September 30, 2021 (unless otherwise noted) with pricing data as of January 12, 2022. The table below sets forth the data for Denmark and the median, mean, low and high data for the Denmark Peer Group. Certain financial data prepared by Piper Sandler, as referenced in the table presented below, may not correspond to the data presented in Denmark’s historical financial statements, as a result of the different periods, assumptions and methods used by Piper Sandler to compute the financial data presented.
Denmark Comparable Company Analysis
Denmark
Denmark
Peer Group
Median
Denmark
Peer Group
Mean
Denmark
Peer Group
Low
Denmark
Peer Group
High
Total assets ($mm)
663 1,292 1,287 730 1,739
Loans / Deposits (%)
80.0 78.2 77.6 49.1 98.5
Non-performing assets(1) / Total assets (%)
0.07 0.40 0.55 0.45 2.56
Tangible common equity/Tangible assets (%)
10.4 9.5 9.8 8.0 14.5
Tier 1 Leverage Ratio (%)
10.3 10.0 10.2 8.4 12.8
Tier 1 RBC Ratio (%)
13.8 13.6 14.1 10.9 17.6
Total RBC Ratio (%)
15.0 15.0 16.0 13.9 19.2
LTM Return on average assets (%)
0.84 1.21 1.22 0.46 1.71
LTM Return on average tangible common
equity (%)
8.2 13.4 12.9 4.4 18.7
LTM Net interest margin (%)
3.10 3.46 3.34 2.80 3.84
LTM Efficiency ratio (%)
65.6 63.3 65.3 57.2 80.4
Price/Tangible book value (%)
109 117 116 91 158
Price/LTM Earnings per share (x)
13.7 9.9 10.4 6.5 20.8
Current Dividend Yield (%)
2.5 2.4 2.1 0.0 3.7
1 Year Average Trading Volume ($000)
10 283 278 72 635
Market value ($mm)
72 141 139 74 200
(1)
Nonperforming assets excludes troubled debt restructurings
Note:
Financial data not pro forma for pending acquisitions; Price / LTM Earnings per Share less than 0.0x or greater than 30.0 not included; Major exchanges include NASDAQ, NYSE and NYSEAM
Piper Sandler used publicly available information to perform a similar analysis for Bank First by comparing selected financial information for Bank First with a group of financial institutions selected by Piper Sandler. The Bank First peer group included major exchange traded Midwest banks & thrifts with total assets between $1.75 billion and $4.25 billion, but excluded targets of announced merger transactions, mutuals, Sterling Bancorp, and Waterstone Financial (the “Bank First Peer Group”). The Bank First Peer Group consisted of the following companies:
Alerus Financial Corporation
Ames National Corporation
Bridgewater Bancshares, Inc.
 
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ChoiceOne Financial Services, Inc.
Citizens Community Bancorp, Inc.
Civista Bancshares, Inc.
Farmers & Merchants Bancorp, Inc.
Farmers National Banc Corp.
First Business Financial Services, Inc.
HBT Financial, Inc.
LCNB Corp.
Macatawa Bank Corporation
Old Second Bancorp, Inc.
Southern Missouri Bancorp, Inc.
West Bancorporation, Inc.
The analysis compared publicly available financial information for Bank First with corresponding data for the Bank First Peer Group as of or for the quarter ended September 30, 2021 (unless otherwise noted) with pricing data as of January 12, 2022. The table below sets forth the data for Bank First and the median, mean, low and high data for the Bank First Peer Group. Certain financial data prepared by Piper Sandler, as referenced in the table presented below, may not correspond to the data presented in Bank First’s historical financial statements, as a result of the different periods, assumptions and methods used by Piper Sandler to compute the financial data presented.
Bank First Comparable Company Analysis
Bank First
Bank First
Peer Group
Median
Bank First
Peer Group
Mean
Bank First
Peer Group
Low
Bank First
Peer Group
High
Total assets ($mm)
2,847 2,902 2,784 1,753 3,948
Loans / Deposits (%)
89.4 80.1 76.3 44.5 111.5
Non-performing assets(1)/ Total assets (%)
0.41 0.29 0.32 0.02 0.90
Tangible common equity/Tangible assets (%)
9.2 9.1 8.9 7.3 10.1
Tier 1 RBC Ratio (%)