Morgan & Morgan Legal advised Mercantil Holding Financiero Internacional, S.A. and Mercantil Capital S.A., in the closing of the acquisition of Capital Bank, Inc.

Date: 29 Dec 2022

Panama, December 12, 2022. Morgan & Morgan Legal advised Mercantil Holding Financiero Internacional, S.A. (“MHFI”), and Mercantil Capital, S.A. (“Mercantil Capital”), subsidiaries of Grupo Mercantil, in relation to the closing of the Promissory Share Purchase Agreement (the “SPA”) dated June 29, 2022, by and among the shareholders of Capital Bank, Inc. (“Capital Bank”) as sellers (the “Sellers”), Capital Financial Holding Inc. (“Capital Holding”), on the one hand, and on the other hand, Mercantil Capital, and MHFI, as buyers, whereby Mercantil Capital acquires 100% of the issued and outstanding shares of Capital Bank and its subsidiaries, and 100% of the issued and outstanding shares of Mercantil Banco, S.A. (a subsidiary of MHFI), as part of a corporate reorganization. Additionally, the parties agreed that MHFI acquire 100% of the issued and outstanding shares of Capital Assets Consulting, Inc., a brokerage firm associated with Capital Bank. Mercantil Capital is a holding company established to execute this transaction and its shareholders are MHFI (80%) and Capital Holding (20%).

The agreed purchase price is US$137,460,000.00 plus 20% of the shares of Mercantil Capital.

Partners Francisco Arias G. and Roberto Vidal, senior associate Ana Carolina Castillo, and international associate Miguel Arias M. participated in this transaction.

About Mercantil Banco, S.A.

Mercantil Banco, S.A. (“MBSA”), is a general license bank specialized in providing banking services focused on the commercial, personal and international banking segments.  MBSA hasassets of USD 1.11 billion, shareholders’ equity of USD 96 million, and earnings of USD 4.4 million in the twelve months ended December 31, 2021. The bank is a subsidiary of the Panamanian holding company Mercantil Servicios Financieros Internacional, S.A., a financial group with 97 years of experience in Banking, Insurance, and Investment businesses and extensive international experience operating over time in addition to Panama in the United States, Switzerland, Curaçao, and Venezuela; as well as representative offices in Colombia, Brazil, Peru, Mexico, and New York.

About Capital Bank, Inc.

Capital Bank, Inc. is a Panamanian general license bank founded in 2008 and focused mainly on the corporate, construction, real estate, and SME segments. It owns 100% of the shares of Capital Factoring & Finance, Inc., Capital Business Center, S.A., Capital International Bank, Inc., Capital Emprendedor, S.A., Capital Trust & Finance, Inc., Capital Leasing and Finance Solution, S.A., Optima Compañia de Seguros, S.A. and Invest Land & Consulting Group Corp. Capital Bank, Inc. recorded assets of USD 1,702 million, shareholders’ equity of USD 168 million, and profits of USD 4.5 million in the twelve months ended December 31, 2021.

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