WYOMISSING, Pa., Oct. 19, 2017 (GLOBE NEWSWIRE) -- Customers Bancorp, Inc. (NYSE:CUBI), the parent company of Customers Bank, today announced plans to spin-off its BankMobile business to shareholders. The tax-free spin-off is expected to be followed by a merger of Customers’ BankMobile Technologies, Inc. subsidiary into Clearwater Florida based Flagship Community Bank (“Flagship”), with Customers’ shareholders receiving shares of Flagship common stock in exchange for shares of BMT they receive in the spin-off. Flagship is expected to separately purchase BankMobile deposits directly from Customers for cash. Following completion of the spin-off and merger and other transactions contemplated in a purchase and sale agreement between Customers and Flagship, Customers’ shareholders would receive collectively more than 50% of Flagship common stock, valued at approximately $110 million. The common stock of the merged entities, to be called BankMobile, is expected to be listed on a national securities exchange after completion of the transactions. Customers believes the transactions will be treated as a tax-free exchange for both Customers’ shareholders and Customers. Additional details about the spin-off and merger will be included in presentation materials to be furnished as an exhibit to Customers’ Current Report on Form 8-K to be filed with the Securities and Exchange Commission today.
“We believe the BankMobile business has potential for a strong and profitable future and would like to keep it in Customers, but provisions in the 2009 Dodd-Frank legislation make divestiture of the BankMobile business necessary to avoid charging significantly higher fees to the BankMobile depositors. We firmly believe in a low fee, smart phone and digital banking model for our BankMobile customers. After studying and exploring alternative ways to separate the BankMobile business from Customers and maintain BankMobile’s low fee model, we concluded that a spin-off /merger transaction provides the greatest value to Customers’ shareholders while maintaining the greatest benefits to students and other low to middle income customers of BankMobile,” said Jay Sidhu, Chairman and CEO of Customers.
Customers expects to execute an Amended and Restated Purchase and Assumption Agreement and Plan of Merger (the “Amended Agreement”) with Flagship to effect the spin-off and merger and Flagship’s purchase of BankMobile deposits from Customers. Customers expects that the Amended Agreement will provide that completion of the transactions will be subject to the receipt of all necessary regulatory approvals, certain Flagship shareholder approvals, successful raising of capital by Flagship, and other customary closing conditions. Customers expects the transactions to close in mid-2018.
Flagship Community Bank was advised by the investment banking firm of Monroe Financial Partners and the law firms of Nelson Mullins Riley & Scarborough LLP and Edward W. Dougherty P.A. Customers Bancorp, Inc. was advised by the investment banking firms of Keefe, Bruyette & Woods, a Stifel Company, and Commerce Street Capital and the law firm of Stradley Ronon Stevens & Young, LLP.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of 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.
Customers Bancorp, Inc. is a bank holding company located in Wyomissing, Pennsylvania engaged in banking and related business through its bank subsidiary, Customers Bank. Customers Bank is a community-based, full-service bank with assets of approximately $10.9 billion at June 30, 2017 that was named by Forbes magazine as the 35th Best Bank in America (there are over 6,200 banks in the United States). A member of the Federal Reserve System with deposits insured by the Federal Deposit Insurance Corporation, Customers Bank is an equal opportunity lender that provides a range of banking services to small and medium-sized businesses, professionals, individuals and families through offices in Pennsylvania, New York, Rhode Island, Massachusetts, New Hampshire and New Jersey. Committed to fostering customer loyalty, Customers Bank uses a High Tech/High Touch strategy that includes use of industry-leading technology to provide customers better access to their money, as well as Concierge Banking® by appointment at customers’ homes or offices 12 hours a day, seven days a week. Customers Bank offers a continually expanding portfolio of loans to small businesses, multi-family projects, mortgage companies and consumers.
Customers Bancorp, Inc.'s voting common shares are listed on the New York Stock Exchange under the symbol CUBI. Additional information about Customers Bancorp, Inc. can be found on the Company’s website, www.customersbank.com.
