Reverse Triangular Merger

First Merger

Midland Acquisition Subsidiary mergers into MCHC as surviving entity and Midland Acquisition Subsidiary ceases to exist as a corporate entity

First Merger

All assets and liabilities of MCHC remain, consolidated with all assets and liabilities of Midland Acquisition Subsidiary

First Merger

Second Merger

MCHC shareholders receive Merger Consideration (cash) and MCHC shares are cancelled

Second Merger

Midland Acquisition Corporation mergers with its subsidiary MCHC and MCHC is the surviving entity

End Result

Second Merger

Merger Steps

MAC Shareholders own MCHC and its subsidiary, Midland Federal Savings Association

Merger Steps

Second Merger

Merger Steps

Please refer to the images below for a pictorial representation of First and Second mergers

MidFed Acquisition Corp

Reverse Triangular Merger

First Merger

First Merger

First Merger

First Merger

First Merger

First Merger

Second Merger

Second Merger

Second Merger

Second Merger

End Result

Second Merger

Merger Steps

Merger Steps

Second Merger

Merger Steps