DORAVILLE, Ga., March 17, 2025 -- MetroCity Bankshares, Inc. (NASDAQ: MCBS) ("MetroCity"), the holding company for Metro City Bank (the "Bank"), and First IC Corporation (OTCEM: FIEB) ("First IC"), the parent company of First IC Bank, both based in Doraville, GA, jointly announced today the signing of a definitive merger agreement for MetroCity to acquire First IC and First IC Bank, in a cash and stock transaction.
Under the terms of the merger agreement, which was unanimously approved by the Boards of Directors of both companies, First IC shareholders will receive 3,384,588 shares of MetroCity common stock and $111,965,213 in cash, subject to adjustment, for total consideration consisting of approximately 46% stock and 54% cash. Based on the closing price of MetroCity common stock of $27.78 per share on March 14, 2025, the implied purchase price is $22.71 per First IC common share, with an aggregate transaction value of approximately $206 million. Holders of First IC stock options will be cashed out.
First IC has approximately $1.2 billion in total assets, $975 million in total deposits, and $993 million in total loans as of December 31, 2024. The pro forma company will have approximately $4.8 billion in assets, $3.7 billion in deposits and $4.1 billion in loans. Together, the combined company is expected to have significant strategic positioning with the scale to compete and prioritize investments in technology and growth. The merger is expected to deliver ~26% EPS accretion to MetroCity shareholders in the first full year when including expected cost savings on a fully phased-in basis, and has an expected tangible book value payback period of approximately 2.4 years.
Chong Chun, Chairman of First IC Corporation, stated, "First IC Corporation and its wholly owned subsidiary, First IC Bank, are thrilled to announce the merger with MetroCity. We have been competitors and admirers of the MetroCity franchise for many years and combining our two organizations will create a stronger banking institution for our customers, employees and communities. I am proud of our strong team, the bank and legacy we have built together, and the positive impact we've made in our communities." Chun continued, "By combining with MetroCity, we ensure our shared values to create a better bank, offering enhanced services and opportunities for our employees, customers, key partnerships, and the communities we serve will be our legacy."
"We too have long competed with and admired the First IC franchise and are excited about combining our two organizations," commented Nack Paek, MetroCity's Chairman and CEO. "The combined bank will have the capacity to service our customers better, offer enhanced opportunities for our employees and continue offering excellent returns to our shareholders. The combined balance sheet enhances our competitive position and increases the financial flexibility to continue to build the best bank possible."
Timing and Approvals
The merger is expected to close in the fourth quarter of 2025, subject to satisfaction of customary closing conditions, including receipt of required regulatory approvals and approval by the shareholders of First IC.
Advisors
Hillworth Bank Partners acted as financial advisor to MetroCity and rendered a fairness opinion to its board of directors. Hunton Andrews Kurth LLP served as legal counsel to MetroCity.
Stephens Inc. acted as financial advisor to First IC and rendered a fairness opinion to its board of directors. Alston & Bird LLP served as legal counsel to First IC.
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