CB Financial Services, Inc. ("CB") (OTCQB:CBFV), the
Carmichaels-based holding company for Community Bank, and FedFirst
Financial Corporation ("FedFirst") (Nasdaq:FFCO), the
Monessen-based holding company for First Federal Savings Bank,
announced today the signing of a definitive merger agreement under
which FedFirst will merge with and into CB in a cash and stock
transaction valued at approximately $54.5 million. On a combined
basis, CB will have more than $860 million in total assets and will
be attractively positioned in the heart of the Marcellus Shale
Region to provide a broad array of retail and commercial banking
services to customers throughout southwestern Pennsylvania.
Barron P. McCune, Jr., CB's President and Chief Executive
Officer, said, "We are thrilled to welcome the bankers at First
Federal Savings Bank into the Community Bank family. Together, we
can take the best of each bank and find new and better ways to
serve our customers. We will strive to create the premier
community bank in southwestern Pennsylvania."
Patrick G. O'Brien, FedFirst's President and Chief Executive
Officer, added, "Blending the high performance cultures of both
First Federal and Community Bank into one will create a financial
services company that is well positioned to return great value to
shareholders, customers, employees and the communities it
serves. Our combined strength will also provide us with an
increased opportunity to capture greater market share in the
growing economy of our region."
Under the terms of the merger agreement, which has been approved
by the boards of directors of both companies, stockholders of
FedFirst will be entitled to elect to receive $23.00 in cash or
shares of CB common stock based on a fixed exchange ratio of 1.1590
shares of CB common stock for each share of FedFirst common stock,
subject to proration to ensure that at closing 65% of the
outstanding shares of FedFirst common stock are exchanged for
shares of CB common stock and the remaining 35% are exchanged for
cash. The transaction is expected to qualify as a tax-free
reorganization for both companies and as a tax-free exchange for
FedFirst stockholders who receive shares of CB common stock in
exchange for their shares of FedFirst common stock.
Effective upon the closing of the merger, current FedFirst
directors John J. LaCarte, John M. Swiatek, Patrick G. O'Brien and
Richard B. Boyer will be appointed to the boards of directors of CB
and Community Bank. In addition, Mr. O'Brien will serve as
Executive Vice President and Chief Operating Officer of Community
Bank and Mr. Boyer will serve as Vice President of Insurance
Operations of Community Bank. Mr. Boyer currently serves as
President and Chief Operating Officer of Exchange Underwriters,
Inc., a Cannonsburg, PA-based full-service insurance agency, in
which First Federal Savings Bank, through a wholly-owned
subsidiary, owns an 80% equity interest. Mr. Boyer owns the
remaining 20% equity interest. Under the terms of the merger
agreement, First Federal Savings Bank will purchase from Mr. Boyer
his 20% equity interest before the closing of the merger. Mr.
Boyer will continue to serve as President and Chief Operating
Officer of Exchange Underwriters, Inc. upon the closing of the
merger.
CB and FedFirst expect to complete the transaction late in the
third or early fourth quarter of 2014. In addition to the
purchase of the 20% equity interest in Exchange Underwriters, Inc.,
the completion of the transaction is subject to the satisfaction of
customary closing conditions, including the receipt of regulatory
approvals and the approval of the stockholders of FedFirst. In
addition, under the terms of the merger agreement, CB will apply to
list its common shares on the Nasdaq Global Market and a condition
to closing is that its shares be approved for listing upon notice
of issuance.
Keefe, Bruyette & Woods, Inc. acted as financial advisor to
CB, and Mufson Howe Hunter & Company LLC acted as financial
advisor to FedFirst and rendered a fairness opinion to the board of
directors of FedFirst. Luse Gorman Pomerenk & Schick, P.C.
served as legal counsel to CB and Kilpatrick Townsend &
Stockton LLP served as legal counsel to FedFirst.
An investor presentation will be available on Community Bank's
website (www.communitybank.tv).
Additional Information About the Merger and Where to
Find It
CB Financial Services, Inc. will file a registration statement
with the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended. The registration statement will
include a proxy statement/prospectus and any other relevant
documents filed with the SEC in connection with the proposed
merger. FEDFIRST SHAREHOLDERS ARE ADVISED TO READ THE PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
The proxy statement/prospectus and other relevant materials
(when they become available), and any other documents CB will file,
and FedFirst has filed and will file, with the SEC, may be obtained
free of charge at the SEC's website (www.sec.gov). In
addition, investors and security holders may obtain free copies of
the documents CB will file with the SEC by contacting Baron P.
McCune, Jr., CB Financial Services, Inc., 90 West Chestnut Street,
Suite 100, Washington, PA 15301 and free copies of the documents
FedFirst has filed with the SEC by contacting Patrick G. O'Brien,
FedFirst Financial Corporation, 565 Donner Street, Monessen, PA
15062.
FedFirst and certain of its directors and executive officers may
be deemed to be participants in the solicitation of proxies from
FedFirst stockholders in connection with the proposed merger.
Information concerning such participants' ownership of shares
of FedFirst common stock is set forth in the definitive proxy
statement for FedFirst's 2013 annual meeting of stockholders filed
with the SEC on April 17, 2013.
This press release does not constitute an offer of any
securities for sale. The shares of common stock of CB are not
savings or deposit accounts and are not insured by the Federal
Deposit Insurance Corporation or any other government agency.
About CB Financial Services, Inc.
CB Financial Services, Inc. is the bank holding company for
Community Bank, a Pennsylvania-chartered commercial
bank. Community Bank operates eleven offices in Greene,
Allegheny and Washington Counties in southwestern
Pennsylvania. At December 31, 2013, CB had total consolidated
assets of approximately $546.5 million.
About FedFirst Financial Corporation
FedFirst Financial Corporation is the parent company of First
Federal Savings Bank, a community-oriented financial institution
operating seven full-service branch locations in southwestern
Pennsylvania. First Federal offers a broad array of retail and
commercial lending and deposit services and provides commercial and
personal insurance services through Exchange Underwriters, Inc.,
its 80% owned subsidiary. At December 31, 2013, FedFirst had
total consolidated assets of approximately $319.0 million.
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act,
relating to present or future trends or factors affecting the
banking industry and, specifically, the financial operations,
markets and products of CB and FedFirst. Forward-looking statements
are typically identified by words such as "believe", "plan",
"expect", "anticipate", "intend", "outlook", "estimate",
"forecast", "will", "should", "project", "goal", and other similar
words and expressions. These forward-looking statements involve
certain risks and uncertainties. In addition to factors previously
disclosed in FedFirst's reports filed with the SEC and those
identified elsewhere in this press release, the following factors
among others, could cause actual results to differ materially from
forward-looking statements or historical performance: ability to
obtain regulatory approvals and meet other closing conditions to
the merger, including approval by FedFirst's stockholders, on the
expected terms and schedule; delay in closing the merger;
difficulties and delays in integrating the respective businesses of
CB and FedFirst or fully realizing cost savings and other benefits;
business disruption following the merger; changes in asset quality
and credit risk; the inability to sustain revenue and earnings
growth; changes in interest rates and capital markets; inflation;
customer acceptance of CB products and services; customer
borrowing, repayment, investment and deposit practices; customer
disintermediation; the introduction, withdrawal, success and timing
of business initiatives; competitive conditions; the inability to
realize cost savings or revenues or to implement integration plans
and other consequences associated with mergers, acquisitions and
divestitures; economic conditions; and the impact, extent and
timing of technological changes, capital management activities, and
other actions of the Federal Reserve Board and legislative and
regulatory actions and reforms. CB and FedFirst undertake no
obligation to revise these forward-looking statements or to reflect
events or circumstances after the date of this press release.
CONTACT: CB Financial Services, Inc.
Barron P. McCune, Jr.
President and Chief Executive Officer
(724) 225-2400
FedFirst Financial Corporation
Patrick G. O'Brien
President and Chief Executive Officer
(724) 684-6800
Fedfirst Financial (NASDAQ:FFCO)
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