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BM Technologies, Inc. (NYSE American: BMTX), a Delaware-incorporated state commercial bank with a market capitalization of $60.5 million, has announced the completion of its acquisition by First Carolina Bank. The transaction was finalized on January 31, 2025, with BM Technologies now operating as a wholly owned subsidiary of the North Carolina state-chartered bank. According to InvestingPro data, the company’s stock saw remarkable growth of 135% over the past year, making it an interesting case study in banking sector consolidation.
The merger, initially detailed in an agreement dated October 24, 2024, resulted in each share of BM Technologies common stock being converted into the right to receive $5.00 in cash, excluding shares held by the company as treasury shares, by the parent or its subsidiaries, or by those exercising appraisal rights. This price point came after a significant 91% price increase over the previous six months. Warrants to purchase BM Technologies common stock now entitle holders to the merger consideration instead of shares.
As a consequence of the merger, BM Technologies’ common stock and warrants ceased trading on the NYSE American LLC before market open on Monday, and the company has notified the exchange to delist and deregister the securities. The company plans to file a Form 15 with the SEC to terminate its reporting obligations.
In conjunction with the merger, BM Technologies’ certificate of incorporation and bylaws were amended and restated. The leadership transition included the resignation of Luvleen Sidhu, along with other directors and certain officers. James Donahue has been appointed as President and Chief Digital Officer of BM Technologies.
The acquisition was funded by First Carolina Bank using cash on hand. This strategic move signifies a change in control of BM Technologies, marking a new chapter in the company’s operations as part of First Carolina Bank’s portfolio.
This news is based on a press release statement and reflects the latest developments in the ongoing integration of BM Technologies into First Carolina Bank’s business structure. InvestingPro analysis reveals that BM Technologies faced some financial challenges before the acquisition, with a current ratio of 0.83 indicating tight liquidity conditions. For comprehensive analysis of 1,400+ stocks like BMTX, including detailed financial health scores and expert insights, explore InvestingPro’s extensive research reports.
In other recent news, BM Technologies has set a merger completion date with First Carolina Bank, a move that will transform the company into a wholly owned subsidiary of First Carolina. The merger, first disclosed in late 2024, is scheduled to finalize soon. In related news, BM Technologies shareholders have approved this merger, affirming the company’s strategic direction.
As part of this process, executive compensation adjustments were made at BM Technologies, including the acceleration of restricted stock units for CEO Luvleen Sidhu and CFO James Donahue. These adjustments aim to mitigate potential tax impacts from the merger.
BM Technologies has also re-engaged KPMG for a third-quarter review, a decision linked to the pending merger agreement. In the second quarter of 2024, the company reported a 10% year-over-year increase in operating revenues, reaching $12.5 million, despite a core EBITDA loss.
Northland, an independent investment banking firm, has adjusted its rating of BM Technologies in light of these developments. After downgrading to Market Perform following the merger announcement, the firm upgraded it back to Outperform, suggesting potential gains due to strategic alternatives and anticipated growth in adjusted EBITDA.
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