Enterprise Financial Services Corp completed the acquisition of First Choice Bancorp.
Upon closing of the transaction, FCBP Founder and Chairman of the Board, Peter Hui, will join the Enterprise board of directors. The completion of the Merger is subject to various closing conditions, which include, approval of the Merger Agreement and the transactions contemplated by the Merger Agreement by First Choice's shareholders and Enterprise's shareholders, the receipt of all required regulatory approvals, the effective registration of the shares of Enterprise common stock to be issued to First Choice shareholders with the U.S. Securities and Exchange Commission and the approval of such shares for listing on the Nasdaq Global Select Market, the number of Dissenting Shares shall not exceed 10% of the number of shares of First Choice Common Stock issued and outstanding immediately prior to the closing date and the receipt by each party of an opinion from its counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Each of the board of directors of Enterprise, EB&T, First Choice and FCB unanimously approved the Merger Agreement. On June 4, 2021, registration statement on Form S-4 was declared effective. As of July 16, 2021, the transaction has received regulatory approval or received a regulatory waiver from the Federal Deposit Insurance Corporation and the Federal Reserve Bank of St. Louis, as applicable, and preliminary approval from the Missouri Division of Finance. The shareholder of First Choice Bancorp approved the transaction on July 19, 2021. The shareholder of Enterprise approved the transaction on July 20, 2021. The transaction is expected to close in the third quarter of 2021. The transaction is expected to be approximately 8% accretive to Enterprise's 2022 earnings per share (excluding the impact of one-time transaction expenses) after giving effect to estimated fully phased-in transaction synergies. The acquisition is expected to generate an internal rate of return of approximately 21% for Enterprise.
Boenning & Scattergood, Inc. served as financial advisor to EFSC and will receive a fee of $3.1 million and Paul J. Jaskot of Holland & Knight, LLP acted as legal advisor to Enterprise Financial Services Corp. Jeff Wishner and Ashwin Kakani of Keefe, Bruyette & Woods, A Stifel Company, served as financial advisors to First Choice Bancorp. Keefe, Bruyette & Woods, A Stifel Company fairness opinion provider to FCBP and S. Alan Rosen of Duane Morris LLP acted as legal advisor to First Choice Bancorp. Computershare Trust Company, NA acted as transfer agent to First Choice Bancorp and Enterprise in the transaction. Boenning & Scattergood acted as fairness opinion provider to Enterprise Financial Services and will receive a fee of $0.4 million. To assist in the solicitation of proxies, Enterprise and First Choice have each retained Innisfree M&A Incorporated, for fees of $18,000 plus reimbursement of out-of-pocket expenses for its services. First Choice agreed to pay Keefe, Bruyette & Woods a cash fee equal to 1.2% of the aggregate merger consideration, $0.4 million of which became payable to KBW with the rendering of KBW's opinion and the balance of which is contingent upon the closing of the merger.
Enterprise Financial Services Corp (NasdaqGS:EFSC) completed the acquisition of First Choice Bancorp (NasdaqCM:FCBP) on July 21, 2021. Enterprise Financial Services Corp. issued approximately 7.8 million shares and paid approximately $2.1 million to the option holders of First Choice. First Choice's Directors and Executive Officers ceased serving as directors and executive officers of First Choice. In connection with the merger, the number of Directors on Enterprise board were increased from 12 to 13 with appointment of Peter Hui, to serve as a director of Enterprise. On July 21, 2021, First Choice notified The Nasdaq Stock Market LLC of the consummation of the merger and requested that Nasdaq suspend trading of First Choice common stock prior to the opening of trading on July 22, 2021, withdraw First Choice common stock from listing on Nasdaq prior to the opening of trading on July 22, 2021 and file with the Securities and Exchange Commission notifications of delisting of First Choice common stock on Form 25 and deregistration under Section 12(b) of the Securities Exchange Act of 1934. As a result, First Choice common stock will no longer be listed on Nasdaq.