Com­mu­nity Fi­nan­cial ac­quires County First Bank

The Calvert Recorder - - Business -

The Com­mu­nity Fi­nan­cial Cor­po­ra­tion (NAS­DAQ: TCFC), the hold­ing com­pany for Com­mu­nity Bank of the Ch­e­sa­peake, and County First Bank (OTCQB: CUMD) jointly an­nounced on July 31 that they have signed a de­fin­i­tive agree­ment pur­suant to which County First Bank, head­quar­tered in La Plata, will be merged with and into Com­mu­nity Bank of the Ch­e­sa­peake, ac­cord­ing to a press re­lease.

Un­der the terms of the merger agree­ment, which was unan­i­mously ap­proved by the boards of direc­tors of each com­pany, upon com­ple­tion of the merger, County First Bank share­hold­ers will be en­ti­tled to re­ceive 0.9543 shares of The Com­mu­nity Fi­nan­cial Cor­po­ra­tion com­mon stock and $1 in cash for each share of County First Bank com­mon stock they hold. County First share­hold­ers may also re­ceive, in the ag­gre­gate, ad­di­tional con­tin­gent cash con­sid­er­a­tion of up to $2,154,303 (rep­re­sent­ing a max­i­mum po­ten­tial per-share value of $2.24) based upon the res­o­lu­tion of cer­tain iden­ti­fied as­sets prior to clos­ing. There can be no as­sur­ance that County First will sell, re­solve or oth­er­wise dis­pose of any of the iden­ti­fied as­sets or that County First share­hold­ers will re­ceive any con­tin­gent cash con­sid­er­a­tion, ac­cord­ing to the re­lease.

Based on the clos­ing price of the Com­mu­nity Fi­nan­cial Corp. com­mon stock on July 28, the value of the trans­ac­tion is ap­prox­i­mately $34.3 mil­lion, ex­clud­ing any po­ten­tial con­tin­gent cash con­sid­er­a­tion, ac­cord­ing to the re­lease.

“We have ad­mired County First for quite some time and are ex­cited to now be able to part­ner with them,” stated Wil­liam J. Pasenelli, CEO of Com­mu­nity Bank of the Ch­e­sa­peake, in the re­lease. “Our or­ga­ni­za­tions share many com­mon at­tributes, in­clud­ing an in­tense fo­cus on the em­ployee and cus­tomer ex­pe­ri­ence. The trans­ac­tion will fur­ther strengthen Com­mu­nity Bank of the Ch­e­sa­peake’s po­si­tion as the num­ber one de­posit holder in the tri-county area. We are look­ing for­ward to work­ing with the County First team to make this new part­ner­ship a suc­cess for our em­ploy­ees, cus­tomers, share­hold­ers and com­mu­ni­ties.”

“We are very pleased to be join­ing such a ro­bust and well-run or­ga­ni­za­tion,” said Doug Mitchell, pres­i­dent and CEO of County First Bank, in the re­lease. “The com­bined en­tity will help us bet­ter serve our cus­tomers.”

Founded in 1990, County First has de­posits of $209 mil­lion and loans of $156 mil­lion, as of June 30. County First op­er­ates two branches in Charles County, two branches in St. Mary’s County and one branch in Calvert County. When the trans­ac­tion is con­sum­mated, Com­mu­nity Bank of the Ch­e­sa­peake will have ap­prox­i­mately $1.6 bil­lion in as­sets, ac­cord­ing to the re­lease.

The trans­ac­tion is ex­pected to close in the fourth quar­ter of 2017 or early in the first quar­ter of 2018, and is sub­ject to cus­tom­ary clos­ing con­di­tions, in­clud­ing ap­proval by bank reg­u­la­tory au­thor­i­ties and County First share­hold­ers. Un­til the trans­ac­tion clos­ing date, each in­sti­tu­tion will con­tinue serv­ing cus­tomers and daily op­er­a­tions as usual, ac­cord­ing to the re­lease.

Keefe, Bruyette & Woods Inc. and RP Fi­nan­cial LC acted as fi­nan­cial ad­vi­sors to the Com­mu­nity Fi­nan­cial Corp. Kil­patrick, Townsend & Stock­ton LLP served as le­gal coun­sel to the Com­mu­nity Fi­nan­cial Corp. Boen­ning & Scat­ter­good Inc. acted as fi­nan­cial ad­vi­sor to County First Bank. Hun­ton & Wil­liams LLP served as le­gal coun­sel to County First Bank.

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