MetroCity Bankshares Inc美股招股说明书(2025-06-06版)

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT To the Shareholders of First IC Corporation: On March16, 2025, MetroCity Bankshares, Inc., or “MetroCity,” Metro City Bank, First ICCorporation, or “First IC,” and First IC Bank entered into an Agreement and Plan of Reorganization, (whichwe refer to as the “merger agreement”) pursuant to which First IC will merge with and into MetroCity, withMetroCity surviving the merger (which we refer to as the “merger”). Following the merger, First IC’swholly-owned banking subsidiary, First IC Bank, a Georgia state-chartered bank, will merge with and intoMetroCity’s wholly-owned banking subsidiary, Metro City Bank, a Georgia state-chartered bank, withMetro City Bank as the surviving bank. Pursuant to the merger agreement, at the effective time of the merger, all of the outstanding shares ofFirst IC common stock, other than shares of First IC common stock held by First IC or MetroCity anddissenting shares (as defined in this document), will be converted into the right to receive, in the aggregate,(i)$111,965,213 in cash, subject to adjustments as provided in the merger agreement (which we refer to asthe “cash consideration”) and (ii)3,384,588 shares of MetroCity common stock, subject to adjustment asprovided in the merger agreement (which we refer to as the “stock consideration”), together with cash inlieu of any fractional shares. We refer to the stock consideration and the cash consideration collectively asthe merger consideration. As of the effective time of the merger, each option to purchase shares of First IC common stock,whether vested or unvested, that is then-outstanding and has not been exercised or canceled prior theretoshall fully vest and be canceled and, on the closing date of the merger, the holder thereof shall be entitled toreceive from MetroCity or Metro City Bank, cash in an amount as calculated pursuant to the terms of themerger agreement. The cash consideration will be reduced on a dollar for dollar basis in an amount equal tothe aggregate cash payments to be paid to the option holders. Although the number of shares of MetroCity common stock that each First IC shareholder will receiveis fixed, the market value of the merger consideration will fluctuate with the market price of MetroCitycommon stock and will not be known at the time First IC shareholders vote on the merger. MetroCitycommon stock is listed on The Nasdaq Global Select Market (which we refer to as “Nasdaq”) under thesymbol “MCBS.” On March 14, 2025, the last full trading day before the public announcement of themerger agreement, based on the last reported sale price of MetroCity common stock of $27.28 per share, themerger consideration represented approximately $22.56 in value for each share of First IC common stock tobe converted in the merger, for aggregate merger consideration of approximately $204.6 million. Based onthe most recent reported closing sale price of MetroCity common stock on June 3, 2025 of $27.97 per share,themerger consideration represented approximately $22.63 in value for each share of First IC commonstock to be converted in the merger, for aggregate merger consideration of approximately $205.3 million.Each of the foregoing examples in the preceding sentence assumes that (i)there are 84,414 unexercisedstock options outstanding at the effective time, such that the cash consideration will be reduced by$1,368,000, (ii)there are otherwise no adjustments to the merger consideration, and (iii)that there are nodissenting shares. First IC common stock is quoted on the OTC Expert Market under the symbol “FIEB.”The last sale price of First IC common stock on March 14, 2025, the last full trading day before the publicannouncement of the merger agreement, was $12.50 per share for First IC common stock, and the mostrecent reported closing sale price of First IC common stock on May5, 2025 was $19.05 per share for FirstIC common stock. In connection with the merger agreement and the transactions contemplated thereby, First IC ispermitted an expense allowance for certain transaction costs incurred in connection with the merger in anamount not to exceed $12,500,000 on a pre-tax basis. In the event that First IC’s transaction costs exceed$12,500,000 as of the close of business on the third (3) business day preceding the closing date of themerger, then the cash consideration will be reduced, on a dollar for dollar basis, by an amount equal to thedifference between the transaction costs and $12,500,000. If First IC’s transaction costs are less than$12,500,000, then immediately prior to the effective time of the merger, First IC may declare and pay toeach holder ofrd record of First IC common stock a cash dividend for each outstanding share of First IC common stock equalto the quotient of (a)the difference between $12,500,000 and the transaction costs, divided by (b)theaggregate number of shares of First IC common stock issued and outstanding immediately prior to theeffective time of t