Form 8-K - Current report

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 12, 2024

ChoiceOne Financial Services, Inc.
(Exact Name of Registrant as
Specified in Charter)

	Michigan (State or Other Jurisdiction of Incorporation)	001-39209 (Commission File Number)		38-2659066 (IRS Employer Identification No.)
109 East Division Sparta, Michigan (Address of Principal Executive Offices)				49345 (Zip Code)

Registrant's telephone number, including area code: [phone]

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock	COFS	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

ChoiceOne Financial Services, Inc. (“ChoiceOne”) held a special meeting of shareholders on December 12, 2024, in Sparta, Michigan (the “special meeting”), at which a quorum was present, related to the Agreement and Plan of Merger, dated as of July 25, 2024 (the “Merger Agreement”), by and between ChoiceOne and Fentura Financial, Inc. (“Fentura”), pursuant to which, subject to the terms and conditions set forth therein, Fentura will merge with and into ChoiceOne, with ChoiceOne continuing as the surviving corporation in the merger (the “Merger”).

The matters submitted to shareholders at the special meeting and the voting results thereof were as follows:

1.	Proposal to approve the issuance of shares of ChoiceOne common stock to shareholders of Fentura in connection with the Merger (“Proposal 1”). This proposal was approved by the following votes:

 

	Votes for approval		5,823,344
	Votes against		101,305
	Abstentions		70,654

 

2.	Proposal to approve an amendment to ChoiceOne’s Restated Articles of Incorporation to increase the number of authorized shares of common stock from 15,000,000 to 30,000,000 (“Proposal 2”).  This proposal was approved by the following votes:

 

	Votes for approval		5,769,823
	Votes against		139,514
	Abstentions		85,966

 

3.

Proposal to approve the adjournment of the ChoiceOne special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve Proposals 1 and 2 (the “Adjournment Proposal”).   The Adjournment Proposal was not acted upon at the special meeting because a quorum was present, and Proposals 1 and 2 had received a sufficient number of votes for approval.

 

For more information on each of these proposals, see the proxy statement filed by ChoiceOne with the U.S. Securities and Exchange Commission (the “SEC”) on October 22, 2024.

 

Item 7.01.

Regulation FD Disclosure.

 

On December 13, 2024, ChoiceOne issued a press release announcing the results of its special meeting of shareholders. A copy of the press release is attached as Exhibit 99.1 hereto, and is incorporated herein by reference.

 

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Forward-Looking Statements

 

This report and its exhibits may contain forward-looking statements. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “is likely,” “plans,” “predicts,” “projects,” “may,” “could,” “look forward,” “continue”, “future” and variations of such words and similar expressions are intended to identify such forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of ChoiceOne or Fentura with respect to the planned merger, the strategic benefits and financial benefits of the merger, including the expected impact of the proposed transaction on the combined company’s future financial performance and the timing of the closing of the proposed transaction. These statements reflect current beliefs as to the expected outcomes of future events and are not guarantees of future performance. These statements involve certain risks, uncertainties and assumptions (“risk factors”) that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed, implied or forecasted in such forward-looking statements. Furthermore, ChoiceOne does not undertake any obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events, or otherwise. Such risks, uncertainties and assumptions, include, among others, the following:

 

• the failure to obtain necessary regulatory approvals when expected or at all (and the risk that such approvals may result in a materially burdensome regulatory condition (as defined in the Merger Agreement);
• for either party to satisfy any of the other closing conditions to the proposed transaction on a timely basis or at all;
• the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the Merger Agreement;
• the possibility that the anticipated benefits of the proposed transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where ChoiceOne and Fentura do business, or as a result of other unexpected factors or events;
• the impact of purchase accounting with respect to the proposed transaction, or any change in the assumptions used regarding the assets purchased and liabilities assumed to determine their fair value;
• diversion of management’s attention from ongoing business operations and opportunities;
• potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; or
• the outcome of any legal proceedings that may be instituted against ChoiceOne or Fentura.

 

Additional risk factors include, but are not limited to, the risk factors described in Item 1A in ChoiceOne’s Annual Report on Form 10-K for the year ended December 31, 2023 and in any of ChoiceOne’s subsequent SEC filings, which are available on the SEC’s website, www.sec.gov.

 

Important Additional Information and Where to Find It

 

This communication is being made in respect of the proposed Merger between ChoiceOne and Fentura. This material is not a solicitation of any vote or approval of the ChoiceOne or Fentura

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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.

 

In connection with the proposed Merger, ChoiceOne filed a Registration Statement on Form S-4 with the SEC on September 17, 2024 (as amended on Form S-4/A on October 16, 2024, the “Registration Statement”) and a Joint Proxy Statement and Prospectus with the SEC on October 22, 2024 (the “Prospectus”). On or about October 22, 2024, ChoiceOne commenced mailing the Joint Proxy Statement and Prospectus and a proxy card to each ChoiceOne shareholder entitled to vote at the special meeting relating to the proposed Merger. This communication is not a substitute for the Registration Statement, the Joint Proxy Statement and Prospectus, or any other documents ChoiceOne has filed or may file with the SEC in connection with the proposed Merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT AND PROSPECTUS REGARDING THE PROPOSED MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER.

 

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

 

A free copy of the Joint Proxy Statement and Prospectus, as well as other filings containing information about ChoiceOne, Fentura, and the proposed transaction may be obtained at the SEC’s Internet site http://www.sec.gov. You will also be able to obtain these documents, free of charge, from ChoiceOne under the "Investor Relations" section of its website, www.choiceone.bank (which website is not incorporated herein by reference). In addition, investors and security holders may obtain free copies of the documents ChoiceOne has filed with the SEC by directing a request to ChoiceOne Financial Services, Inc., Attn: Adom Greenland, 109 E. Division Street, Sparta, Michigan 49345 or by phone at [phone].

 

***

 

 

 

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Item 9.01.	Financial Statements and Exhibits.
Exhibit No.	Exhibit
99.1	Press Release dated December 13, 2024. This Exhibit is furnished to, and not filed with, the Commission.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated:	December 13, 2024	CHOICEONE FINANCIAL SERVICES, INC. (Registrant)
		By:	/s/ Adom J. Greenland
			Adom J. Greenland Its Chief Financial Officer and Treasurer

 

 

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EXHIBIT 99.1

 

 

FOR IMMEDIATE RELEASE

 

 

ChoiceOne Financial Services, Inc. and Fentura Financial, Inc.

Shareholders Approve Merger

 

SPARTA, Mich., and FENTON, Mich., December 13, 2024 (PR NEWSWIRE) – ChoiceOne Financial Services, Inc., (NASDAQ: COFS) (“ChoiceOne”), the parent company of ChoiceOne Bank, and Fentura Financial, Inc. (OTCQX: FETM) (“Fentura”), the parent company of The State Bank, jointly announced that at separate special meetings held on December 12, 2024, each company’s shareholders approved the proposed merger in which Fentura will merge with and into ChoiceOne, with ChoiceOne continuing as the surviving corporation. The combined organization will be headquartered in Sparta, Michigan and will operate under the ChoiceOne name and brand following completion of the transaction.

 

“We received strong shareholder support for this partnership,” said ChoiceOne CEO Kelly Potes. "The positive shareholder response we received today we believe validates the significant opportunity we see for our collective communities, customers, and employees while adding significant value for the shareholders of our two organizations. With limited overlap and disruption, our combined companies will present efficiencies and new growth opportunities in our expanded network across Michigan.”

 

“I am very pleased with the votes of confidence we received from our respective shareholders today,” said Fentura CEO and President Ronald Justice. “We believe that this affirms our vision to bring together two robust, growing institutions deeply dedicated to customer service and community engagement. By leveraging our strengths, we look forward to positioning our combined organization as the premier community bank in Michigan.”

 

Following completion of the transaction, ChoiceOne will be 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 transaction is expected to close in the first quarter of 2025, subject to the receipt of regulatory approvals and the satisfaction of other customary closing conditions.

About ChoiceOne Financial Services, Inc. and ChoiceOne Bank

ChoiceOne Financial Services, Inc. is a financial holding company headquartered in Sparta, Michigan, and the parent corporation of ChoiceOne Bank, Member FDIC. ChoiceOne Bank operates 35 offices in parts of Kent, Ottawa, Muskegon, Newaygo, Lapeer, St. Clair, Macomb, and Oakland counties. ChoiceOne is an approximately $2.6 billion-asset bank holding company making it the eighth largest bank holding company in Michigan based on asset size. ChoiceOne Bank offers insurance and investment products through its subsidiary, ChoiceOne Insurance Agencies, Inc. ChoiceOne Financial Services, Inc. common stock is quoted on the Nasdaq Capital Market under the symbol “COFS.” For more information, please visit Investor Relations at ChoiceOne’s website www.choiceone.bank.

 

About Fentura Financial, Inc. and The State Bank

Fentura Financial, Inc. is the holding company for The State Bank. It was formed in 1987 and is traded on the OTCQX exchange under the symbol “FETM.”

 

The State Bank is a commercial, retail and trust bank headquartered in Fenton, Michigan. It currently operates 21 offices serving Bay, Genesee, Ingham, Livingston, Oakland, Saginaw, and Shiawassee counties. The State Bank believes in the potential of banking to help create better lives, better businesses, and better communities, and works to achieve this through its full array of consumer, mortgage, SBA, commercial and wealth management banking and advisory services, together with philanthropic and volunteer support to organizations and groups within the communities it serves. More information can be found at www.thestatebank.com or www.fentura.com.

 

 

Forward-Looking Statements

 

This press release contains forward-looking statements. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “is likely,” “plans,” “predicts,” “projects,” “may,” “could,” “look forward,” “continue”, “future” and variations of such words and similar expressions are intended to identify such forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of ChoiceOne or Fentura with respect to their planned merger pursuant to the Agreement and Plan of Merger dated July 25, 2024 (the “Merger Agreement”), the strategic benefits and financial benefits of the merger, including the expected impact of the proposed transaction on the combined company’s future financial performance and the timing of the closing of the proposed transaction. These statements reflect current beliefs as to the expected outcomes of future events and are not guarantees of future performance. These statements involve certain risks, uncertainties and assumptions (“risk factors”) that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed, implied or forecasted in such forward-looking statements. Furthermore, ChoiceOne does not undertake any obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events, or otherwise. Such risks, uncertainties and assumptions, include, among others, the following:

 

• the failure to obtain necessary regulatory approvals when expected or at all (and the risk that such approvals may result in a materially burdensome regulatory condition (as defined in the Merger Agreement);
• the failure of either party to satisfy any of the other closing conditions to the proposed transaction on a timely basis or at all;
• the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the Merger Agreement;
• the possibility that the anticipated benefits of the proposed transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where ChoiceOne and Fentura do business, or as a result of other unexpected factors or events;
• the impact of purchase accounting with respect to the proposed transaction, or any change in the assumptions used regarding the assets purchased and liabilities assumed to determine their fair value;
• diversion of management’s attention from ongoing business operations and opportunities;
• potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; or
• the outcome of any legal proceedings that may be instituted against ChoiceOne or Fentura.

 

Additional risk factors include, but are not limited to, the risk factors described in Item 1A in ChoiceOne’s Annual Report on Form 10-K for the year ended December 31, 2023 and in any of ChoiceOne’s subsequent SEC filings, which are available on the SEC’s website, www.sec.gov.

 

Contacts

Kelly Potes

ChoiceOne Chief Executive Officer

616-887-7366
[e-mail]

 

Michael J. Burke, Jr.

ChoiceOne President

810.664.2977

[e-mail]

 

Ronald L. Justice
President & CEO
Fentura Financial, Inc.
810.714.3902
[e-mail]

 

Source: ChoiceOne Financial Services, Inc.; Fentura Financial, Inc.

 

###

Cover	Dec. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 12, 2024
Entity File Number	001-39209
Entity Registrant Name	ChoiceOne Financial Services, Inc.
Entity Central Index Key	0000803164
Entity Tax Identification Number	38-2659066
Entity Incorporation, State or Country Code	MI
Entity Address, Address Line One	109 East Division
Entity Address, City or Town	Sparta
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	49345
City Area Code	(616)
Local Phone Number	887-7366
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	COFS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

---