UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 7.01 | Regulation FD Disclosure. |
On July 1, 2022, Alerus Financial Corporation, a Delaware corporation (the “Company”), completed its previously announced merger (the “Merger”) with MPB BHC, Inc., an Arizona corporation (“MPB”), pursuant to an Agreement and Plan of Merger, dated December 8, 2021, by and between the Company and MPB (the “Merger Agreement”). At the effective time of the Merger, each share of MPB common stock converted to the right to receive 0.74 shares of common stock of the Company. The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 9, 2021, which is incorporated by reference herein.
The Company issued a press release on July 1, 2022, in connection with the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information furnished pursuant to this Item and the related exhibits shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 2.1 | Agreement and Plan of Merger by and between Alerus Financial Corporation and MPB BHC, Inc., dated December 8, 2021 (incorporated by reference to Exhibit 2.1 to Alerus Financial Corporation’s Form 8-K filed on December 9, 2021)* |
| 99.1 | Press Release, dated July 1, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
* The Company has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the SEC upon request.
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.
| Date: July 1, 2022 | Alerus Financial Corporation | |
| By: | /s/ Katie A. Lorenson | |
| Name: | Katie A. Lorenson | |
| Title: | President and Chief Executive Officer | |