Commerce Bancshares updated the exchange ratio for its pending acquisition of FineMark Holdings to 0.7245 shares of Commerce stock per FineMark share, up from 0.690, to account for a 5% stock dividend declared on October 31 and payable on December 16 to shareholders of record as of December 2.
The adjustment preserves the $585 million value of the all‑stock transaction while ensuring FineMark shareholders receive a proportionate amount of Commerce shares that reflects the dividend‑enhanced value of the acquiring company’s stock. The change does not alter the overall deal structure or the combined entity’s projected asset base of roughly $36 billion and $82 billion in wealth‑management assets.
The acquisition remains a strategic fit for Commerce, adding FineMark’s $7.7 billion in assets under administration and $4 billion in banking assets, and expanding Commerce’s footprint into Florida, Arizona and South Carolina. The combined company will benefit from complementary distribution channels and a broadened wealth‑management platform.
Commerce’s recent quarterly results showed a miss on earnings expectations, driven by higher loan‑loss provisions and a decline in net‑interest income. Analysts have adjusted their outlooks accordingly, reflecting the company’s ongoing focus on cost discipline and margin management amid a competitive banking environment.
Management emphasized that the exchange‑ratio adjustment is a routine procedural step to maintain fairness for FineMark shareholders and to align the transaction with the dividend event. The company remains confident that the merger will deliver long‑term value to shareholders.
Commerce has secured regulatory approvals from the Federal Reserve Bank of Kansas City and the Missouri Division of Finance. The transaction is expected to close on January 1, 2026, subject to FineMark shareholder approval and customary closing conditions.
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