Capital Bancorp to acquire Integrated Financial Holdings for $5.36 cash + 1.115 shares per IFHI share

Capital Bancorp Inc

Per IFHI share: 1.115 Capital shares + $5.36 cash, subject to adjustment based on IFHI's tangible equity and credit sales.
IFHI will distribute Dogwood State Bank shares as a pre-closing dividend to its shareholders.
Directors and certain officers of IFHI entered voting agreements to support the merger; termination fee of $3 million under specified conditions.
Merger requires shareholder and regulatory approvals; Capital shares to be listed on Nasdaq.
IFHI options assumed by Capital and converted into economically equivalent options; unvested restricted shares fully vest at close.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Capital Bancorp Inc entered into Agreement and Plan of Merger and Reorganization with Integrated Financial Holdings, Inc. (effective 2024-03-27).

Action: entry
Agreement: merger
Counterparty: Integrated Financial Holdings, Inc.
Effective: 2024-03-27

Exact text from the filing

On March 27, 2024, Capital Bancorp, Inc., a Maryland corporation (“Capital”), and Integrated Financial Holdings, Inc., a North Carolina corporation (“IFHI”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”).

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Capital Bancorp Inc filing history →

Source: SEC EDGAR

accession 0001628280-24-014077

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