Arbor Bancorp, Inc. entered into a definitive agreement to acquire FNBH Bancorp, Inc. (OTCPK:FNHM) from Stan Dickson and others for approximately $120 million on August 9, 2021. The consideration will be paid in cash. Under the terms of the agreement, shareholders of FNBH Bancorp will receive $4.20 per share in cash for each share of FNBH Bancorp common stock outstanding, subject to adjustment in certain limited circumstances. Arbor intends to finance its acquisition of the Company through a combination of the issuance of its subordinated debt, convertible non-cumulative perpetual preferred stock, and common stock in the aggregate amount of $90 million as well as cash it currently has on hand not to exceed $33 million. The combined organization is expected to have more than 300 employees across 17 locations in Livingston, Washtenaw, western Wayne and Oakland counties, Michigan. In the event of termination, FNBH will be required to pay a $2.5 million termination fee to Arbor and FNBH entitled to receive a $1 million termination fee from Arbor. There are limited circumstances under which the Company is entitled to terminate the Merger Agreement and receive a $2.5 million termination fee from Arbor. These include the Company's termination of the Merger Agreement due to Arbor’s failure to obtain financing necessary for its completion of the merger or if Arbor willfully breaches or fails to perform any of its representations, warranties, covenants, or other agreements included in the merger agreement. Ronald Long, President and Chief Executive Officer of First National, will continue to serve as District President in Livingston County following the conclusion of the transaction. Arbor Bancorp has invited Stan Dickson, the largest shareholder and Vice Chairman of the FNBH Bancorp Board, to serve on the Bank of Ann Arbor, a subsidiary bank of Arbor Bancorp, Board of Directors. The transaction is subject to the satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of FNBH Bancorp. As of September 1, 2021, the transaction has been approved by the Board of FNBH Bancorp, Inc. As of October 27, 2021, the transaction has been approved by the shareholders of FNBH Bancorp. As of November 17, 2021, the transaction received approvals of the Federal Reserve Bank of Chicago, the Federal Deposit Insurance Corporation (FDIC), the Michigan Department of Insurance and Financial Services. The transaction is expected to be completed by year-end 2021. Arbor anticipates the transaction to be accretive to earnings per share in excess of 15%. Performance Trust Capital Partners LLC served as financial advisor to Arbor and Bodman PLC served as legal advisor to Arbor. Donnelly Penman & Partners, Inc. served as financial advisor and fairness opinion provider to FNBH Bancorp and Varnum LLP acted as legal advisor to FNBH Bancorp.