Item 7.01 Regulation FD Disclosure.
On October 23, 2024, Bridgewater Bancshares, Inc. (the “Company”) and First Minnetonka Bancorporation, Inc. (“FMB”) jointly issued a press release announcing the receipt of regulatory approval of the merger of FMB’s wholly-owned banking subsidiary, First Minnetonka City Bank, with and into the Company’s wholly owned banking subsidiary, Bridgewater Bank, with Bridgewater Bank as the surviving bank (the “Merger”). A copy of the press release is attached to this report as Exhibit 99.1, which is incorporated herein by reference.
The information furnished in this item of this Form 8-K, 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.
Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements concerning plans, estimates, calculations, forecasts and projections with respect to the anticipated future performance of Bridgewater. These statements are often, but not always, identified by words such as “may”, “might”, “should”, “could”, “predict”, “potential”, “believe”, “expect”, “continue”, “will”, “anticipate”, “seek”, “estimate”, “intend”, “plan”, “projection”, “would”, “annualized”, “target” and “outlook”, or the negative version of those words or other comparable words of a future or forward-looking nature.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: the possibility that any of the anticipated benefits of the proposed merger will not be realized or will not be realized within the expected time period; the parties’ inability to meet expectations regarding the timing of the proposed merger; the challenges of integrating and retaining key employees; the risk that integration of First Minnetonka City Bank’s operations with those of Bridgewater Bank will be materially delayed or will be more costly or difficult than expected; changes to tax legislation and their potential effects on the accounting for the proposed merger; the failure of the proposed merger to close for any reason, including the failure to satisfy the closing conditions in the merger agreement prior to the completion of the proposed merger; diversion of management’s attention from ongoing business operations and opportunities due to the proposed merger; the effect of the proposed merger on Bridgewater Bank’s, First Minnetonka City Bank’s or the combined bank’s respective customer and employee relationships and operating results; the possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the amount of First Minnetonka City Bank’s Tier 1 capital as of the closing date of the proposed merger and any potential adjustments to the merger consideration; changes in the global economy and financial market conditions and the business, results of operations and financial condition of Bridgewater Bank, First Minnetonka City Bank and the combined company; and any other risks described in the “Risk Factors” sections of reports filed by Bridgewater with the Securities and Exchange Commission.
Any forward-looking statement made by us in this presentation is based only on information currently available to us and speaks only as of the date on which it is made. Bridgewater undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. Certain of the information contained in this presentation is derived from information provided by industry sources. Although Bridgewater believes that such information is accurate and that the sources from which it has been obtained are reliable, Bridgewater cannot guarantee the accuracy of, and have not independently verified, such information.
