Black-owned M&F approves Optus merger

Voting shareholders at Durham, North Carolina-based M&F Bancorp approved a $105 million merger with Columbia, South Carolina’s Optus Bank by a margin of 98.6%, the company announced November 4.
The vote marks a blow to Triad Business Bank, which had submitted four counterproposals to M&F. Triad argued that the tie-up with Optus would send decision-making across state lines and leave North Carolina without a Black-owned bank headquarters.
James A. Stewart, chair of M&F and its holding company, said the vote reflects shareholders’ confidence that the combination is the best outcome for M&F. James Sills III, M&F’s CEO, called the vote “an important milestone” and added that the pending merger would position the combined bank to expand access to capital and economic opportunity across the Carolinas.
The move would create the nation’s largest Black-owned bank, combining $503.5 million-asset M&F with $764 million-asset Optus. However, the M&F-Optus deal would reduce the number of Black-owned banks in the U.S. to 16.
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Triad had proposed a “multi-bank” structure allowing M&F to remain the holding company, keep its charter, name, and headquarters in Durham, and codify that M&F maintain a majority-Black board. M&F said its board considered Triad’s proposals and continued to recommend the Optus transaction.
Triad said it is “grateful to the shareholders, employees, and customers who listened and considered our proposals” and respects their decision. The shareholder vote keeps the combination with Optus on track for a fourth-quarter close, M&F said.
The deal still requires approval from four regulators: the Federal Reserve, the FDIC, the North Carolina Commissioner of Banks, and the South Carolina Board of Financial Institutions. Under the deal, M&F investors would get the right to receive $53.30 in cash at closing for each share they own.
From Optus’ standpoint, the deal would quintuple the bank’s brick-and-mortar network, giving the two-branch South Carolina lender access to M&F’s eight North Carolina locations.
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M&F’s board had expressed concerns about Triad’s value projections, saying they were not based on results but a future Nasdaq listing. M&F also noted that Triad’s share price has declined by more than 30% over the past six years, and its results have been substandard and predominantly unprofitable.
The Nov. 4 shareholder vote was delayed twice, initially set for Oct. 7, then pushed to Oct. 20 and adjourned again. M&F had said the delays represented an effort to let shareholders consider Triad’s indication of interest.
Triad’s Cash Offer and Share Allocation
Triad offered M&F shareholders $53.50 cash at closing, assuming $6.73 would arrive later under the Optus deal. The cash applied only to the first 25% of shareholders; the rest would receive 1.25 new shares per share owned.
Under the Triad proposal, M&F shareholders would hold 47.4% of the combined company, falling short of a majority, M&F said.