Shareholders of Black-owned M&F Bancorp last week overwhelmingly supported a proposed $105 million merger with fellow Black-owned Optus Bank.

The vote marks a blow to Triad Business Bank, which submitted four counterproposals to Durham, North Carolina-based M&F under the guise of persuading the lender to stay in the Tar Heel State. The tie-up with Columbia, South Carolina-based Optus would send decision-making across state lines and leave North Carolina without a Black-owned bank headquarters, Triad argued.

Roughly 98.6% of M&F’s voting shareholders, however, chose to link up with Optus, M&F said Nov. 4.

“Today’s vote reflects our shareholders’ confidence that this combination is the best outcome for M&F, and our Board thanks them for their careful consideration throughout this process,” James A. Stewart, chair of M&F and its holding company, said in a statement.

James Sills III, M&F’s CEO, called the vote “an important milestone,” and added that the pending merger would position the combined bank “to expand access to capital and economic opportunity across the Carolinas.”

The move would create the nation’s largest Black-owned bank – combining $503.5 million-asset M&F with $764 million-asset Optus. (New Orleans-based Liberty Bank & Trust, at $1.1 billion in assets as of June 30, now ranks as the U.S.’s biggest Black-owned bank, according to Federal Deposit Insurance Corp. data.)

But the M&F-Optus deal would reduce to 16 the number of Black-owned banks in the U.S.

That prospect irked Triad, which proposed a “multi-bank” structure allowing M&F to remain the holding company; keep its charter, its name and its headquarters in Durham; and codify that M&F maintain a majority-Black board, cementing the bank’s status as a minority depository institution.

M&F, for its part, said last week that its board “considered [Triad’s] proposals and continued to recommend the Optus transaction,” adding that it “does not intend to comment further on the Triad proposals.”

Greensboro, North Carolina-based Triad last Thursday said it is “grateful to the shareholders, employees and customers who listened and considered our proposals to create a better outcome for them … and for North Carolina,” according to a statement seen by American Banker.

“We respect their decision,” Triad said.

The shareholder vote keeps the combination with Optus on track for a fourth-quarter close, M&F said. The deal, though, still requires a green light from four regulators: the Federal Reserve, the FDIC, the North Carolina Commissioner of Banks and the South Carolina Board of Financial Institutions, according to previous M&F disclosures.

From Optus’ standpoint, the deal would quintuple the bank’s brick-and-mortar network – giving the two-branch South Carolina lender access to M&F’s eight North Carolina locations.

Under the deal, M&F investors would get the right to receive $53.30 in cash at closing for each share they own. That’s $6.73 per share more than shareholders were guaranteed from the deal as issued in July because M&F’s preferred stock has been repurchased. The initial deal announcement made the $6.73 contingent on a repurchase within a year of the deal’s closing.

Triad, by comparison, offered M&F shareholders $53.50 in cash at closing, assuming the $6.73 would arrive later under the Optus deal. However, Triad’s cash offer would only hold for the first 25% of M&F shareholders to elect it. Remaining shareholders would have received 1.25 new shares of the combined company per share.

In M&F’s view, that was putting too much on faith. The bank’s board last month said Triad’s value projections were not based on results but a future Nasdaq listing.

“Triad’s business record does not support those projections,” M&F said at the time. “Triad’s share price has declined by more than 30% over the past six years, and its results have been substandard and predominantly unprofitable.”

Further, under the Triad proposal, M&F shareholders would hold less than a majority of the combined company: 47.4%, M&F said.

The Nov. 4 shareholder vote was delayed twice – initially set for Oct. 7, then pushed to Oct. 20 and adjourned again. M&F had said the delays represented an effort to let shareholders consider Triad’s indication of interest.