Business First Bancshares, Inc. (NasdaqGS:BFST) entered into a definitive agreement to acquire Oakwood Bancshares, Inc. for $87.6 million on April 25, 2024. Each Oakwood common stock issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive, without interest, 0.5112 shares of BFST common stock, subject to adjustment. Under the terms of the proposed transaction, Business First will issue 3,973,469 shares of its common stock, subject to adjustment pursuant to the terms of the definitive agreement. Following the completion of the proposed transaction, former Oakwood shareholders will own approximately 13.5% of the combined company. Upon completion of the proposed transaction, Roy J. Salley, chairman and chief executive officer of Oakwood Bank, will join b1BANK as regional chairman, Dallas. Additionally, upon completion of the proposed transaction, William G. Hall, chairman of Oakwood Bancshares, Inc., will be appointed to the boards of directors of Business First. In case of termination, Oakwood may be required to pay a termination fee of $3,503,010.41 in the event of a termination of the Reorganization Agreement under certain circumstances. As of December 31, 2023, Oakwood Bank had $843 million in total assets, $90.7 million in shareholders? equity and reported net income of $5.03 million.

Transaction is subject to the satisfaction of customary closing conditions, including the receipt of regulatory approvals, the approval of Oakwood?s shareholders, listing on Nasdaq of the shares of BFST common stock to be issued in the Merger, Securities and Exchange Commission (the ?SEC?) having declared effective under the Securities Act of 1933, as amended (the ?Securities Act?), BFST?s registration statement covering the issuance of shares of BFST common stock in the Merger. The boards of directors of Business First and Oakwood have each unanimously approved the proposed transaction. The directors and officers of Oakwood have entered into agreements with Business First pursuant to which they have agreed to vote their shares of Oakwood common stock in favor of the proposed transaction. The proposed transaction is expected to close in the fourth quarter of 2024.

Raymond James & Associates, Inc. acted as financial advisor and rendered a fairness opinion to Business First, and Peter G. Weinstock and Beth A. Whitaker of Hunton Andrews Kurth LLP served as legal counsel to Business First. Stephens Inc. served as exclusive financial advisor for and rendered a fairness opinion to Oakwood, and Mike Keeley of Norton Rose Fulbright US, LLP served as legal counsel to Oakwood. Computershare Trust Company, National Association acted as exchange agent to BFST.