Grandville, Michigan – Isabella Bank Corporation (“Isabella”) (NASDAQ: ISBA) and its subsidiary Isabella Bank, and Grand River Commerce, Inc. (“Grand River”) (OTCQX: GNRV) and its subsidiary Grand River Bank, today jointly announced that they have entered into an Agreement and Plan of Merger (“Agreement”) whereby Isabella will acquire Grand River in a cash and stock transaction (the “Merger”) valued at approximately $54.6 million.
Brean Capital is acting as financial advisor to Grand River and rendered a fairness opinion to its board of directors.
Headquartered in Grandville, Michigan with an additional office in northeast Grand Rapids, Michigan, Grand River had approximately $511.7 million in assets, $437.9 million in loans and $438.9 million in deposits as of March 31, 2026. The combined pro forma company is expected to have total assets of $2.8 billion. The combined company will have 33 locations in nine Michigan counties: Bay, Clare, Gratiot, Isabella, Kent, Mecosta, Midland, Montcalm and Saginaw offering personal and commercial lending and deposit products, as well as investment, trust and estate planning services.
Jerome E. Schwind, CEO of Isabella, stated “We are excited to join forces with Grand River and enter Kent County and the vibrant Grand Rapids market. This partnership aligns with our disciplined, long-term strategic plan and importantly aligns and builds on shared common values and similar cultures. We look forward to bringing our Isabella Wealth Services to this new market and delivering even greater value to our existing and new customers, employees and shareholders.”
Robert P. Bilotti, Chairman, President and CEO of Grand River, added, “When we formed Grand River Bank, our goal was to create a strong, relationship-driven institution, defined not only by its growth and asset quality, but by the values and trust we’ve earned in the communities we serve. This partnership with Isabella Bank reflects those same principles and delivers a meaningful value to our shareholders, while positioning our customers, employees, and communities to benefit from enhanced capabilities and continued relationship-based banking. We are excited to carry our legacy forward with an organization that shares our culture and long-term vision.”
Under the terms of the Agreement, which has been unanimously approved by the Boards of Directors of both companies, each share of Grand River common stock issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) will have the right to elect to receive, subject to adjustment in accordance with the Agreement (i) the amount of cash equal to the quotient of $18,262,391 divided by the Cash Conversion Number, as defined in the Agreement (the “Per Share Cash Consideration”); or (ii) a number (the “Exchange Ratio”) of shares of Isabella common stock equal to the quotient of (A) 839,003 shares of Isabella common stock divided by (B) the difference of (1) the aggregate number of shares of Grand River Common Stock issued and outstanding immediately prior to the Effective Time (excluding dissenting shares) minus (2) the Cash Conversion Number, as defined in the Agreement (the “Per Share Stock Consideration”). Elections will be subject to proration procedures whereby 65% of the shares of Grand River common stock will be exchanged for the Per Share Stock Consideration and 35% of the shares of Grand River common stock will be exchanged for the Cash Per Share Consideration. Based on the assumption of 9,122,073 number of shares of Grand River common stock issued and outstanding as of the Effective Time, the Per Share Cash Consideration to be paid is estimated to be approximately $5.72 and the Exchange Ratio is estimated to be 0.1415.The companies expect to complete the transaction in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions, including regulatory approvals and approval by Grand River’s shareholders.
Grand River Commerce, Inc. is the parent holding company of Grand River Bank, a state-chartered community bank headquartered in Grandville, Michigan. Grand River Bank opened in April of 2009 and provides a full range of personalized commercial and consumer banking services, including lending, deposit, and treasury management solutions. Grand River Bank serves the West Michigan market including Grand Rapids and the surrounding communities in Kent and Ottawa counties, through two full-service branches and dedicated courier service for commercial customers, delivering responsive, relationship-based service.
For more information about Grand River Commerce, Inc., visit the Investor Relations link on the Bank’s website at www.grandriverbank.com.
Isabella Bank Corporation is the parent holding company of Isabella Bank, a state-chartered community bank headquartered in Mt Pleasant, Michigan. Isabella Bank was established in 1903 and has been committed to serving its customers’ and communities’ local banking needs for over 120 years. Isabella Bank offers personal and commercial lending and deposit products, as well as investment, trust and estate planning services. Isabella Bank has 31 locations throughout eight mid-Michigan counties: Bay, Clare, Gratiot, Isabella, Mecosta, Midland, Montcalm and Saginaw.
For more information about Isabella Bank Corporation, visit the Investor Relations link at www.isabellabank.com.
Brean Capital’s Investment Banking Group is dedicated to helping its clients achieve their strategic and financial goals. For more than 50 years, the Firm has specialized in providing capital raising, M&A and financial advisory services to middle market businesses. Throughout its history, Brean Capital has established a track record of providing its clients with deep market knowledge, commitment and experience to ensure a successful transaction. For more information, please visit: www.breancapital.com/InvestmentBanking.