Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
HMN FINANCIAL INC: Company's certificate of incorporation and bylaws replaced by Alerus' governing documents upon merger.
- Change
- bylaw amendment
Exact text from the filing
As stated above, at the Effective Time, the separate corporate existence of the Company ceased and Alerus continued as the surviving corporation. In accordance with the Merger Agreement, the Certificate of Incorporation of the surviving corporation was Alerus’ Certificate of Incorporation, as amended, and the Bylaws of the surviving corporation were Alerus’ Bylaws, as amended.
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M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
HMN FINANCIAL INC underwent a change of control involving Alerus Financial Corporation for 1.25 shares of Alerus common stock, with cash paid in lieu of fractional shares (closed 2024-10-09).
- Action
- change of control
- Counterparty
- Alerus Financial Corporation
- Consideration
- 1.25 shares of Alerus common stock, with cash paid in lieu of fractional shares
- Closing
- 2024-10-09
Exact text from the filing
of the Merger, each outstanding share of common stock of the Company, par value $0.01 per share, was automatically converted as a result of the Merger into the right to receive 1.25 (the “Exchange Ratio”) shares of Alerus common stock, with cash paid in lieu of fractional shares. Immediately prior to the Effective Time, outstanding HMNF restricted stock
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