M&F Bancorp Rejects Triad’s Offer as Optus Merger Vote Moves to November

M&F Bancorp’s board has rejected competing proposals from Triad Business Bank but reaffirmed its merger agreement with Columbia-based Optus Bank and will vote again on Nov. 4.

The deal was originally announced in July, when Optus agreed to pay more than $105 million to form the largest African-American-owned financial institution in the country with $1.3 billion in assets under the Optus name.

"I understand why M&F's board signed with Optus in July; it had one offer. What's changed since is everything else,” Triad Business Bank Director Jonathan Lee Kelly told Columbia Business Monthly.

“There's now a proposal on the table offering $53.50 in cash at closing, fixed and unconditional, for up to a quarter of the shares, against Optus' 'up to $46.57' plus $6.73 only if a preferred redemption happens within a year,” he added. “That gives every other share a stake in what comes next; and that keeps M&F Bank's name, its 1907 charter, and puts it on a path to have $2.5 billion in assets by 2030.”

Had the vote gone through, the M&F Bank brand would be retired and the headquarters moved to Columbia.

“The M&F board has unanimously rejected all proposals from Triad and believes they provide inadequate value and risk to the M&F Shareholders,” said M&F Bancorp President and CEO, James H. Sills III.

“Further, the proposals did not meet the criteria of a ‘Superior Proposal’ under the Optus Merger Agreement,” he said. "But the M&F board remains fully committed to the merger with Optus.”

Optus Bank said in July the partnership would unite two mission-driven financial institutions with more than 220 years of combined banking experience and a shared commitment to expanding access to capital, advancing economic opportunity, and strengthening underserved communities.

“The question is November,” Kelly said. “A board that takes a fresh look when the facts change isn't reversing itself; it's doing what shareholders elected it to do, and the credit will be the board's. We're not going anywhere. We'd rather walk through this door together than keep writing letters about it.”