Filed by ChoiceOne Financial Services, Inc.
Commission File Number: 001-39209
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Fentura Financial, Inc.
The State Bank Communications
All Staff Email
Morning Team,
Many of you were on a call this morning when I shared some important news. For those of you not able to be on the call, this email contains the information I shared.
I am pleased to announce that Fentura Financial, Inc. and The State Bank jointly signed a definitive merger agreement with ChoiceOne Financial Services, Inc. and ChoiceOne Bank agreeing to combine in a strategic merger. As part of the agreement,
Fentura Financial, Inc. shareholders will become ChoiceOne Financial Services, Inc. shareholders and The State Bank employees and customers will become part of ChoiceOne Bank. The merger does require both shareholder and regulatory approval, and the
processes to seek these approvals will begin immediately. A press release announcing the deal has also been distributed publicly.
We anticipate closing the merger transaction, in the first quarter of 2025 and until then we will continue to operate as The State Bank. The merger creates an approximately $4.3 billion (more than double our size) banking company with 56 offices
across Michigan and more than 600 employees. We believe the two Bank’s cultures are compatible based on the same passion and concern for employees and their work environment.
ChoiceOne Bank is also a 125 year old bank headquartered in Sparta Michigan. They serve their customers and communities with a very similar mission and vision.
In the coming weeks and months, while regulatory approval applications are processed and shareholder approval is obtained, details regarding the timing of the transaction and the transition of employees to ChoiceOne Bank processes, procedures and
systems will be finalized and communicated as early as possible.
I hope as you learn more you will share in the excitement of the new opportunities created by this strategic merger.
Also included with this email are communications to help answer questions you may have and to help you respond to questions you may receive from customers and others in the community. Please feel free to email Kristy Schaffer or myself if you
have any questions.
Thank you and have a great day.
Customer Email
I have some great news to share with you.
We are excited to announce that Fentura Financial, Inc., the parent company of The State Bank and ChoiceOne Financial Services, the parent company of ChoiceOne, have entered into a definitive merger agreement under which
ChoiceOne Financial Services, Inc. will acquire Fentura Financial, Inc. The transaction is expected to be completed in the first half of 2025, subject to meeting the usual closing conditions including receiving shareholder and regulatory approvals.
After the transaction is finalized, ChoiceOne Financial Services Inc. will be a $4.3 billion-asset bank holding company with 56 locations in West and Southeastern Michigan, making it the third largest publicly traded bank
holding company headquartered in Michigan based on asset size.
Merging with ChoiceOne is a natural geographical and cultural match for Fentura. It allows Fentura to expand its presence into Kent, Ottawa Muskegon, Newaygo, Lapeer, St. Clair, and Macomb counties and increase the
commitment that both The State Bank and ChoiceOne Bank have to our Michigan customers and communities.
Please see the attached press release for more details about the transaction. Thank you for banking with us. We will continue to serve you with the same comprehensive products, local decisions and excellent service.
For more information about the proposed merger, including information about forward-looking statements, where to find important information about the proposed merger and
participants in the solicitation of proxies, please see our investor relations webpage.
https://www.TheStateBank.com/merger
https://www.Fentura.com/
Customer Letter
We are pleased to announce that Fentura Financial, Inc., parent company of The State Bank and ChoiceOne Financial Services, Inc., parent company of ChoiceOne Bank, signed a definitive merger agreement pursuant to which
ChoiceOne Financial Services, Inc. will acquire Fentura Financial, Inc. The transaction is expected to close in the first half of 2025, subject to the satisfaction of customary closing conditions including receipt of shareholder and regulatory
approvals.
Following completion of the transaction, ChoiceOne Financial Services Inc. will be a $4.3 billion-asset bank holding company with 56 offices in West and Southeastern Michigan making it the 3rd largest publicly traded bank holding company headquartered in Michigan based on asset size.
Joining forces with ChoiceOne is a natural geographical and cultural fit for Fentura. It allows Fentura to extend its footprint into Kent, Ottawa, Muskegon, Newaygo, Lapeer, St. Clair, and Macomb counties and enhance the commitment that both The
State Bank and ChoiceOne Bank have to our Michigan customers and communities.
Our press release announcing the transaction is attached for more details. Thank you for banking with us. We look forward to serving you with the same comprehensive
products, local decisions and exceptional service.
For additional information about the proposed merger, including information about forward-looking statements, where to find important information about the proposed merger and participants in
the solicitation of proxies, please see the press release enclosed with this e-mail.
https://TheStateBank.com/merger
https://FenturaFinancial.com
Shareholder Letter
July 25, 2024
Dear Shareholders,
Fentura Financial, Inc. and ChoiceOne Financial Services, Inc. announce strategic merger
We are pleased to announce that Fentura Financial, Inc., parent company of The State Bank and ChoiceOne Financial Services, Inc., parent company of ChoiceOne Bank, jointly announced the signing of a definitive merger agreement pursuant to which
Fentura Financial Inc. will combine with ChoiceOne Financial Services, Inc. in a strategic merger. The transaction is expected to close in first half of 2025, pending shareholder and regulatory approval and other customary closing conditions.
The merger will create an approximately $4.3 billion-asset bank holding company with 56 offices in west and southeastern Michigan making it the 3rd largest publicly
traded bank holding company headquartered in Michigan based on asset size. The leadership of ChoiceOne Financial Services, Inc. will remain unchanged with Jack Hendon as Chairman supported by Michael J. Burke Jr. and Kelly Potes as President and
CEO, respectively. The majority of Fentura’s senior leadership is expected to be integrated into the ChoiceOne organization and we see this as an ideal cultural fit.
Your shares will be converted to ChoiceOne Financial, Inc. shares based on the terms and conditions outlined in the attached press release and the agreement and plan of merger between the parties.
Later this year, we will send you Proxy materials with details of the merger and the agreement and plan of merger between the parties, and will ask you to vote for approval of the transaction. We believe this transaction creates significant
opportunity for our communities, customers, and employees while adding significant value for our shareholders.
You will appreciate that the leadership of ChoiceOne and Fentura share a common vision to preserve our similar cultures and grow our franchise, which was evident from our first discussion. This transaction will result in an exceptional company and
present efficiencies and new growth opportunities across Michigan.
We now have a shared vision to be the best bank in Michigan and the mission to provide superior service, high quality advice and show our utmost respect to everyone we
meet, it’s exciting to think we can spread this culture further into Michigan. We look forward to the next phase of our growth as we expand our community bank franchise. Thank you for the part you play in our continued success. As always,
if you have any questions, please call me.
Sincerely,
Ronald L. Justice
President and Chief Executive Officer
For additional information about the proposed merger, including information about forward-looking statements, where to find important information about the proposed merger and participants in the solicitation of
proxies, please see the attached press release.
Attachment – Press Release Announcing Merger
Forward-Looking Statements
This communication may contain forward-looking statements within the meaning of the federal securities laws relating to the proposed merger of Fentura Financial Corporation (“Fentura”) and ChoiceOne Financial
Corporation (“ChoiceOne”) and integration of Fentura with ChoiceOne, the combination of their businesses and projected or pro forma financial information and metrics, and the registered follow-on offering of common stock by ChoiceOne. All statements
other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectations of ChoiceOne and Fentura and members of their respective directors
and senior management teams. Investors and security holders are cautioned that such statements are predictions, are not guarantees of future performance and actual events or results may differ materially. Completion of the proposed merger, expected
financial results or other plans are subject to a number of risks and uncertainties.
Additional risks and uncertainties may include, but are not limited to, the risk that expected cost savings, revenue synergies and other financial benefits from the proposed merger may not be realized or take longer
than expected to realize, the failure to obtain required regulatory or shareholder approvals, the failure of the closing conditions in the merger agreement to be satisfied or any unexpected delay in closing the proposed transaction.
For further information regarding additional factors that could cause results to differ materially from those contained in the forward-looking statements, see “Risk Factors” and the forward-looking statement disclosure
contained in the Annual Report on Form 10-K for the most recently ended fiscal year of ChoiceOne, as well as the proxy statement/prospectus described below, and other documents subsequently filed by ChoiceOne with the Securities and Exchange
Commission. Forward-looking statements are based on information currently available to ChoiceOne and Fentura, and the parties assume no obligation and disclaim any intent to update any such forward-looking statements.
Important Information for Investors and Security Holders
This communication is being made in respect of the proposed merger transaction involving ChoiceOne and Fentura. This material is not a solicitation of any vote or approval of the ChoiceOne or Fentura shareholders and
is not a substitute for the proxy statement/prospectus or any other documents that ChoiceOne and Fentura may send to their respective shareholders in connection with the proposed transaction. This communication does not constitute an offer to sell or
the solicitation of an offer to buy any securities. The proposed merger transaction will be submitted to the shareholders of ChoiceOne and Fentura for their consideration. In connection therewith, ChoiceOne intends to file relevant materials with the
Securities and Exchange Commission (the “SEC”), including a Registration Statement on Form S-4, which will include the proxy statement of ChoiceOne and Fentura that also will constitute a prospectus of ChoiceOne (the “proxy statement/prospectus”), as
well as other relevant documents concerning the proposed transaction. However, such materials are not currently available. The proxy statement/prospectus will be mailed to the shareholders of ChoiceOne and Fentura when available. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISIONS, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC AND ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMAENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHOICEONE, FENTURA, THE PROPOSED TRANSACTION AND RELATED MATTERS. Shareholders are also
urged to carefully review and consider ChoiceOne’s public filings with the SEC, including, but not limited to, its proxy statements, its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K. Investors
and security holders may obtain free copies of the proxy statement/prospectus, any amendments or supplements thereto and other documents containing important information about ChoiceOne or Fentura and/or the proposed transaction, once such documents
are filed with the SEC, at the SEC’s website at www.sec.gov. In addition, copies of the documents filed with the SEC by ChoiceOne, including the proxy statement/prospectus and the SEC filings that will be incorporated by reference in the proxy
statement/prospectus, will be available free of charge on the ChoiceOne’s website at choiceone.bank under the heading “Investor Relations” or by contacting Adom Greenland, Chief Financial Officer at (616) 887-7366.
Participants in the Solicitation
ChoiceOne, Fentura and certain of their respective directors, executive officers and other members of management and employees may, under the SEC’s rules, be deemed to be participants in the solicitation of proxies in
connection with the proposed transaction. Information about the directors and executive officers of ChoiceOne is set forth in its proxy statement for its 2024 annual meeting of shareholders, which was filed with the SEC on April 11, 2024, its annual
report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on March 13, 2024, and in other documents filed with the SEC, each of which can be obtained free of charge from the sources indicated above. Additional
information regarding the participants in the proxy solicitation, including a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to
be filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.
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