Commerce Bancshares, Inc. · NASDAQ:CBSH
Commerce Bancshares — Merger or Acquisition (June 2025)
18 slides from Commerce Bancshares's merger presentation, Jun 16, 2025
Slide 1: Strategic Acquisition of FineMark Holdings, Inc.
COMMERCE BANCSHARES, INC. STRATEGIC ACQUISITION OF FINEMARK HOLDINGS, INC. Expanding our presence in high-growth markets and leveraging our substantial wealth platform June 16, 2025
Slide 2: Disclosures: Cautionary Note Regarding Forward-Looking Statements
DISCLOSURES CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This presentation may contain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed business combination transaction between Commer
Slide 3: Disclosures: Additional Information and Where to Find It
DISCLOSURES ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the Proposed Transaction, Commerce will file with the SEC a Registration Statement on Form S-4 to register the shares of Commerce common stock to be issued in connection with the Proposed Transaction that will include a proxy
Slide 4: Transaction Highlights
TRANSACTION HIGHLIGHTS Pro Forma Expands presence in high-growth markets & leverages our Impact2 wealth platform • Unique opportunity to partner with a highly compatible private bank and trust company ~6% focused on delivering personalized wealth management to high-net-worth clients bringing 2026 EP
Slide 5: Overview of FineMark
OVERVIEW OF FINEMARK TOTAL ASSETS The preeminent, relationship-driven bank and trust company focused on $4.0 FEE INCOME high-net-worth clients BILLION AS % OF REVENUE2 TOTAL TRUST 43% ASSETS UNDER ADMINISTRATION 10-YEAR $7.7 NCOs3 BILLION (Cumulative) .13% TOTAL $3.1 94TH DEPOSITS BILLION PERCENTILE
Slide 6: Concierge Wealth Management and Banking at 13 Locations in Three States
CONCIERGE WEALTH MANAGEMENT AND BANKING AT 13 LOCATIONS IN THREE STATES Fort Myers (HQ) Bonita Springs Estero Fort Myers Fort Myers Jupiter Naples Naples Naples Naples Scottsdale Scottsdale Charleston 6
Slide 7: Prominent Wealth Management Franchise
PROMINENT WEALTH MANAGEMENT FRANCHISE Highly compatible cultures focused on the client experience $7.7B $7.1B $38MM ~2,000 $3.5MM Assets Under Assets Under LTM Trust Fee Trust Avg. Relationship Size Administration Management Revenues Relationships • Comprehensive, Integrated Platform: FineMark offer
Slide 8: Commerce & FineMark
COMMERCE & FINEMARK A combination that creates a leading wealth management platform among full-service banks $84 $52 16TH BILLION BILLION Largest Among Bank-Managed Total Client Assets Under Trust Assets1 Management Companies2 Strengthening our Wealth Brands Maintaining the Brand Source: S&P Capital
Slide 9: Key Transaction Terms
KEY TRANSACTION TERMS • 100% Stock • Fixed exchange ratio of 0.690x shares of CBSH common stock to be issued for each share of FNBT Consideration • $41.87 per share based on Commerce closing price of $60.68 as of 6/13/2025 • Aggregate transaction value of $585.4 million1 • Price / Stated 3/31/2025 T
Slide 10: Financially & Strategically Compelling
FINANCIALLY & STRATEGICALLY COMPELLING Attractive Financial Impact Shared philosophy and culture Meaningful relative EPS accretion with minimal TBV dilution Earnings TBVPS2 Entering attractive markets with scale and deep ties to ~6% ~2.2% 1.6 Yrs local communities 2026 EPS TBVPS TBVPS Accretion1 Dil
Slide 11: Appendix
APPENDIX 11
Slide 12: FineMark Historical Financial Summary
FINEMARK HISTORICAL FINANCIAL SUMMARY YEAR ENDED DECEMBER 31, QUARTER ENDED, ($MM except per share data) 2020 2021 2022 2023 2024 6/30/2024 9/30/2024 12/31/2024 3/31/2025 EOP BALANCE SHEET: Total assets $2,851 $3,377 $3,554 $4,101 $4,115 $4,134 $4,271 $4,115 $3,966 Loans & leases held for investment
Slide 13: Pro Forma Deposit Composition
PRO FORMA DEPOSIT COMPOSITION (Pro Forma) 62% 72% 63% $25.8B $3.1B $28.9B 6% 6% 1% 29% 3% 22% 28% 3% 5% Q1 ‘25 Cost of Total Deposits: Q1 ‘25 Cost of Total Deposits: Q1 ‘25 Cost of Total Deposits: 1.22% 2.46% 1.36% Interest-Bearing Retail Time Deposits Jumbo Time Deposits Noninterest-Bearing Source:
Slide 14: Pro Forma Loan Composition
PRO FORMA LOAN COMPOSITION (Pro Forma) 23% 1% 9% 6% 21% 7% 7% 7% 7% 9% 12% 14% 1% 11% 11% $17.4B $2.6B $20.0B 13% 14% 21% 8% 8% 26% 60% 2% 2% Q1 ‘25 Yield on Loans: 6.02% Q1 ‘25 Yield on Loans: 5.11% Q1 ‘25 Yield on Loans: 5.90% Loans / Deposits: 67% Loans / Deposits: 84% Loans / Deposits: 69% CRE /
Slide 15: Key Transaction Assumptions
KEY TRANSACTION ASSUMPTIONS • CBSH projections based on mean Wall Street consensus net income estimates Earnings • FNBT projections based on CBSH management’s estimates following due diligence (~0.90% ROA in 2026E) Cost Savings / • Cost savings equal to 15% of FNBT’s noninterest expense (50% phased
Slide 16: Pro Forma Earnings Per Share Reconciliation
PRO FORMA EARNINGS PER SHARE RECONCILIATION 2026E EPS RECONCILIATION BUILD $ MILLIONS CBSH 2026 net income consensus mean estimate $544.6 FNBT 2026 net income (excluding preferred dividend) $40.0 AFTER-TAX TRANSACTION ADJUSTMENTS Fully-phased cost savings $11.9 Opportunity cost of cash (1.7) 1 Accre
Slide 17: Purchase Accounting Summary
PURCHASE ACCOUNTING SUMMARY BASIC SHARES TANGIBLE BOOK VALUE PER SHARE IMPACT $ MILLIONS (MILLIONS) $ PER SHARE GOODWILL & OTHER INTANGIBLE ASSET RECOGNITION $ MILLIONS CBSH tangible book value per share as of 3/31/2025 1 3,327 134 $24.91 Aggregate merger consideration 585 (+) three quarters of cons
Slide 18: Commerce Bancshares, Inc.
] Commerce Bancshares, Inc.
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