Item 1.01 Entry Into a Material Definitive Agreement

On January 18, 2022, Bank First Corporation, a Wisconsin corporation ("BFC"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Denmark Bancshares, Inc., a Wisconsin corporation ("DBI"), whereby DBI will be merged with and into BFC (the "Merger"). Pursuant to entering into the Merger Agreement, BFC's wholly-owned subsidiary bank, Bank First, N.A. ("Bank First"), and DBI's wholly-owned subsidiary bank, Denmark State Bank, will enter into a Plan of Bank Merger whereby Denmark State Bank will be merged with and into Bank First immediately following the merger of DBI with and into BFC ("the "Bank Merger").

The Merger Agreement has been unanimously approved by the boards of directors of BFC and DBI. The transaction is expected to close in the early third quarter of 2022, subject to customary closing conditions discussed below.

Merger Consideration. Pursuant to the Merger Agreement, each outstanding share of DBI common stock (both Class A and Class B) issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive, at the election of each DBI shareholder, either (i) $38.10 in cash (the "per share cash consideration"), or (ii) 0.5276 of a share of BFC's common stock (the "per share stock consideration"), subject to customary proration and allocation procedures such that at least 80% of DBI shares will receive the stock consideration and no more than 20% of DBI shares will receive the cash consideration. Notwithstanding the foregoing, the aggregate merger consideration (including the per share cash consideration and per share stock consideration) is subject to a downward adjustment if DBI's tangible equity capital (as calculated per the Merger Agreement) is less than $67,565,297 at the time of the closing of the Merger. Each outstanding share of DBI common stock subject to vesting restrictions shall become vested immediately prior to the effective time of the Merger and will be converted into the right to receive the same merger consideration that other DBI shareholders are entitled to receive.

Each outstanding share of BFC's common stock shall remain outstanding and unaffected by the Merger.

Representations and Warranties. The Merger Agreement contains usual and customary representations and warranties that BFC and DBI made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the contract between BFC and DBI and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating certain terms. Moreover, certain of the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to shareholders, and the representations and warranties may have been used to allocate risk between BFC and DBI rather than establishing matters of fact. For the foregoing reasons, no one should rely on such representations, warranties, covenants or other terms, provisions or conditions as statements of factual information regarding BFC or DBI at the time they were made or otherwise. The representations and warranties of the parties will not survive the closing.

Covenants; No Solicitation. Each party also has agreed to customary covenants, including, among others, covenants relating to the conduct of its business during the interim period between the execution of the Merger Agreement and the consummation of the Merger. Additionally, DBI has agreed (i) not to initiate, solicit, induce or knowingly encourage or take any action or facilitate any alternative acquisition transaction or, subject to certain exceptions, participate in discussions or negotiations regarding, or furnish any non-public information relating to, any alternative acquisition transaction and (ii) subject to certain exceptions, not to withdraw or modify, in a manner adverse to BFC, the recommendation of the DBI board of directors that DBI's shareholders approve the Merger Agreement and the Merger. In the event that DBI receives a proposal with respect to an alternative acquisition transaction that DBI board of directors determines is superior to the Merger, BFC will have an opportunity to match the terms of such proposal, subject to certain requirements.

Conditions to Closing. Consummation of the Merger is subject to various customary conditions, including (i) approval of the Merger Agreement and the Merger by shareholders of DBI; (ii) approval of the Merger Agreement, the Merger and the issuance of shares of BFC common stock in connection with the Merger by shareholders of BFC; (iii) the receipt of certain regulatory approvals; (iv) no injunctions or other legal restraints preventing the consummation of the Merger; (v) the U.S. Securities and Exchange Commission ("SEC") having declared effective BFC's registration statement covering the issuance of shares of BFC's common stock in the Merger; (vi) the receipt by each party of a tax opinion to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended; (vii) the accuracy of representations and warranties of the parties and compliance by the parties with their respective covenants and obligations under the Merger Agreement (subject to customary materiality qualifiers); and (viii) the absence of a material adverse effect with respect to either BFC or DBI.

Termination. The Merger Agreement may be terminated in certain circumstances, including: (i) by mutual written agreement of the parties, (ii) by either party if any regulatory approval required for consummation of the transactions contemplated by the Merger Agreement has been denied by final non-appealable action by the relevant governmental authority or an application for such approval has been permanently withdrawn at the request of a governmental authority, (iii) by either party if the approval of the shareholders of DBI or BFC is not obtained, (iv) by either party in the event of a material breach by the other party of any representation, warranty or covenant contained in the Merger Agreement and such breach is not cured within thirty days, (v) by either party if the Merger is not consummated on or before September 30, 2022, subject to automatic extension to December 31, 2022 if the only outstanding closing condition is the receipt of regulatory approvals, (vi) by BFC if DBI's board of directors breaches its obligation not to solicit any alternative acquisition transaction, changes its recommendation with respect to the Merger in accordance with the terms of the Merger Agreement, or breaches its obligation to call a special DBI shareholder meeting to vote on the Merger, or (vii) by DBI in order to enter into an agreement to a superior proposal.

Termination Fee. DBI will pay BFC a termination fee equal to $4.8 million in the event (i) the Merger Agreement is terminated by BFC because DBI's board of directors breaches its obligation not to solicit any alternative acquisition transaction, changes its recommendation with respect to the Merger in accordance with the terms of the Merger Agreement, or breaches its obligation to call a special DBI shareholder meeting to vote on the Merger, (ii) DBI terminates this agreement in order to accept a superior proposal, or (iii) the Merger Agreement is terminated (A) by either BFC or DBI because the required DBI shareholder approval is not obtained or (B) by BFC because of DBI's material breach of representations, warranties or covenants, and, in each case, DBI enters into an agreement for or completes an acquisition transaction within 12 months of the termination of the Merger Agreement if any acquisition proposal was received after the date of the Merger Agreement and prior to its termination.

The foregoing summary of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement and certain exhibits attached thereto, a copy of which is filed as Exhibit 2.1 attached hereto and incorporated by reference herein. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding BFC, its affiliates and their respective businesses, and the information regarding the Merger Agreement, the Merger and DBI that will be contained in, or incorporated by reference into, the registration statement on Form S-4 of BFC that will include a joint proxy statement of BFC and DBI and a prospectus of BFC and that will be filed with the SEC.





Voting Agreements

In connection with entering into the Merger Agreement, the directors and executive officers of DBI and Denmark State Bank have entered into voting agreements (the "DBI Voting Agreements"), pursuant to which each such director and executive officer agreed to vote his, her or its shares of DBI common stock in favor of approval of the Merger Agreement and transactions contemplated therein and against certain other actions, proposals, transactions or agreements that would be detrimental to the consummation of the Merger. The DBI Voting Agreements generally prohibit the sale or transfer of the shares held by each such shareholder until the earlier of (i) termination of the Merger Agreement or (ii) receipt of the approval of the shareholders of DBI. The DBI Voting Agreements terminate upon the earlier of (i) the consummation of the Merger, (ii) the amendment of the Merger Agreement in any manner that materially and adversely affects any rights of the shareholder, (iii) the termination of the . . .




 Item 8.01 Other Events

On January 19, 2022, BFC and DBI issued a joint press release announcing the entry into the Merger Agreement. A copy of the joint press release is filed as Exhibit 99.1 attached hereto and incorporated by reference herein.

In connection with the announcement of the Merger Agreement, BFC intends to provide supplemental information regarding the proposed transaction in connection with presentations to analysts and investors. The slides that will be made available in connection with the presentations are attached hereto as Exhibit 99.2 and are incorporated by reference herein.

Cautionary Statements Regarding Forward-Looking Information.

This Current Report contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as "may," "believe," "expect," "anticipate," "intend," "should," "plan," "estimate," "predict," "continue" and "potential" or the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of the Merger, the expected returns and other benefits of the Merger to shareholders, expected improvement in operating efficiency resulting from the Merger, estimated expense reductions resulting from the transactions and the timing of achievement of such reductions, the impact on and timing of the recovery of the impact on tangible book value, and the effect of the Merger on BFC's capital ratios. Forward-looking statements represent management's beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements.

Factors that could cause or contribute to such differences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the Merger may not be realized or take longer than anticipated to be realized, (2) disruption from the Merger with customers, suppliers, employee or other business partners relationships, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (4) the risk of successful integration of DBI's business into BFC, (5) the failure to obtain the necessary approval by the shareholders of DBI or BFC, (6) the amount of the costs, fees, expenses and charges related to the Merger, (7) the ability by BFC to obtain required governmental approvals of the Merger, (8) reputational risk and the reaction of each of the companies' customers, suppliers, employees or other business partners to the Merger, (9) the failure of the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in closing of the Merger, (10) the risk that the integration of DBI's operations into the operations of BFC will be materially delayed or will be more costly or difficult than expected, (11) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by BFC's issuance of additional shares of its common stock in the Merger transaction, and (13) general competitive, economic, political and market conditions. Other relevant risk factors may be detailed from time to time in BFC's reports and filings with the SEC. Consequently, no forward-looking statement can be guaranteed. Neither BFC nor DBI undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For any forward-looking statements made in this Current Report on Form 8-K, the exhibits hereto or any related documents, BFC and DBI claim protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Additional Information about the Merger and Where to Find It

This report 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 with respect to the proposed transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer or solicitation would be unlawful.

In connection with the proposed Merger, BFC will file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of DBI and BFC and a prospectus of BFC, as well as other relevant documents concerning the proposed transaction. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BFC, DBI AND THE PROPOSED MERGER. The joint proxy statement/prospectus will be sent to the shareholders of DBI and BFC seeking the required shareholder approval. Investors and security holders will be able to obtain free copies of the registration statement on Form S-4 and the related joint proxy statement/prospectus, when filed, as well as other documents filed with the SEC by BFC through the web site maintained by the SEC at www.sec.gov. Documents filed with the SEC by BFC will also be available free of charge by directing a written request to Bank First Corporation, P.O. Box 10, Manitowoc, Wisconsin 54221-0010, Attn: Kelly Dvorak. BFC's telephone number is (920) 652-3100.

Participants in the Transaction

BFC, DBI and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of DBI and BFC in connection with the proposed transaction. Certain information regarding the interests of these participants and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus regarding the proposed transaction when it becomes available. Additional information about BFC and its directors and officers may be found on BFC's Investor Relations page at www.BankFirstWI.bank and in BFC's proxy statement filed with the SEC on April 16, 2021.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit
Number     Description
  2.1        Agreement and Plan of Merger, dated January 18, 2022, by and between
           Bank First Corporation and Denmark Bancshares, Inc.
  99.1       Joint Press Release of Bank First Corporation and Denmark
           Bancshares, Inc., dated January 19, 2022
  99.2       Investor Presentation dated January 19, 2022
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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