An unknown buyer reached an agreement to acquire Midland Capital Holdings Corp. (OTCPK:MCPH) for $13 million on September 12, 2023. The merger agreement provides for all-cash merger consideration equal to a percentage of the Bank's capital and the Company's net performing assets at closing, less unaccrued transaction expenses and certain other adjustments. Based on the Bank's capital as of June 30, 2023 and assuming for estimated transaction costs and other adjustments pursuant to the merger agreement, MCPH shareholders are currently estimated to receive between $31.00 and $32.50 in cash consideration for each share of Company common stock. The per share consideration ultimately received by shareholders is subject to significant adjustment based on the Bank's capital at closing and could decrease as a result of a variety of factors, including but not limited to the Company's future operating results, transaction costs and the costs to terminate certain of the Company's contracts. As a result, Company shareholders should not assume they will receive between $31.00 and $32.50 per share upon the closing of the transaction.

The transaction is subject to customary closing conditions, including the receipt of federal bank regulatory approvals, and approval of shareholders of MCPH. The merger agreement has been unanimously adopted by the boards of MCPH and buyers. Transaction is expected to close in the first or second quarter of 2024.

Midland Capital Holdings Corporation and Midland Federal are being advised by Kirk Hovde of Hovde Group, LLC as financial advisor and Luse Gorman, PC as legal counsel. Buyers are being advised by Bank Advisors, Ltd. as financial advisors and Barack Ferrazzano Kirschbaum & Nagelberg LLP as legal counsel.