Current Price: $9.50
Current Offer: $10.97
Expected Closing Date: Q2 / Early Q3
This idea was shared by Duncan.
Another tiny bank acquisition. Liquidity is limited.
Empire Bancorp is being acquired by Flushing Financial for either 0.6548 FFIC per each EMPK share or C$14.04/share in cash (at least 50% of the consideration should still be in stock). Borrow is available and cheap (annual fee = 0.37%).
Both regulatory and shareholder approvals were received by the end of February. Transaction was supposed to close in the beginning of April, however due to the current COVID-19 situation it was adjourned (23 Mar) to Q2/early Q3 or earlier if business and market conditions stabilize. Both companies have noted that they remain committed to the merger. The delay seems legitimate and is likely caused by the actual lockdown in New York, where both companies are located, rather than buyer’s willingness to cancel the deal.
Overall the transaction seems beneficial to the buyer and makes sense from geographical and cost efficiency perspectives.
Before the market fall EMPK was trading at 1-2% spread.
FFIF has $7bn of total assets and 19 branches in Queens, Brooklyn, Manhattan, and on Long Island.
EMPK, on the other hand has close to $1bn in total assets and operates 4 branches in Long Island.
FFIC operates with considerably higher efficiency than EMPK (66% vs 82% respectively). Eventually FFIC expects to cut 50% of EMPK noninterest expenses increasing the pro forma profitability of the company.
Note: Taken from merger presentation (25 Oct’19)
It also doesn’t look like FFIC is overpaying – P/BV at the announcement was 1.40x, which is considerably lower than the average acquisition multiple (1.68x) of peer banks (source: Mercer Capital), although EMPK is also less profitable than the average target bank (ROE=11.8%) as well.
Note: Recent market crisis has exploded spreads of numerous M&A situations. Although the return might seem attractive, the risk – both of transaction termination and materially increased downside – has increased substantially and there have already been several instances (e.g. TTLO) of merger cancellations.