EASTON,
Md. and WALDORF,
Md., June 20, 2023 /PRNewswire/ -- Shore
Bancshares, Inc. (NASDAQ: SHBI) ("SHBI"), the financial holding
company of Shore United Bank, N.A. ("Shore United Bank"), and The
Community Financial Corporation (NASDAQ: TCFC) ("TCFC"), the bank
holding company of Community Bank of the Chesapeake, a Maryland-chartered commercial bank ("CBC"),
announced today that, at special meetings of their respective
shareholders held on June 20,
2023, SHBI's shareholders approved the merger of TCFC with and
into SHBI, with SHBI as the surviving corporation (the "Merger"),
and the issuance of shares of SHBI's common stock to the
shareholders of TCFC pursuant to an Agreement and Plan of
Merger, dated as of December 14,
2022 (the "Merger Agreement"), by and between SHBI and TCFC,
and TCFC's shareholders approved the Merger Agreement, the Merger,
and the compensation payable to the named executive officers of
TCFC in connection with the Merger.
SHBI and TCFC previously announced the receipt of all required
bank regulatory approvals for the consummation of the Merger and
the merger of CBC, TCFC's wholly-owned bank subsidiary, with and
into Shore United Bank, SHBI's wholly-owned bank subsidiary, with
Shore United Bank as the surviving institution. Subject to
customary closing conditions, the transaction is expected to be
consummated effective as of July 1,
2023.
Lloyd L. Beatty, Jr., President
and Chief Executive Officer of SHBI, commented, "The receipt of
shareholder approval marks an important milestone for our
combination of two well-known financial services brands in
Maryland. The support for the
transaction by each company's respective shareholder bases is
evidenced by an overwhelming amount of voted shares voting in favor
of the proposals required to effect the combination, which we
expect will create meaningful shareholder value as it expands
opportunities for our customers, employees, and communities."
James M. ("Jimmy") Burke, President and Chief Executive Officer
of TCFC, commented, "Today's vote brings us one step closer to
creating one of the leading community banks headquartered in
Maryland. We look forward to
providing additional updates to our stakeholders as we continue to
meticulously plan for the joining of our two similar-minded
organizations."
About SHBI
SHBI is the largest independent financial holding company
headquartered on the Eastern Shore of Maryland. It is the parent company of Shore
United Bank. Shore United Bank operates 30 full-service branches,
32 ATMs, 5 loan production offices, and provides a full range of
commercial and consumer banking products and services to
individuals, businesses, and other organizations in Anne Arundel County, Baltimore County, Caroline County, Dorchester County, Howard County, Kent
County, Queen Anne's
County, Talbot County and
Worcester County in Maryland, Kent
County and Sussex County in
Delaware and in Accomack County, Virginia. SHBI engages
in trust and wealth management services through Wye
Financial Partners, a division of Shore United Bank.
About TCFC
Headquartered in Waldorf,
Maryland, TCFC is the bank holding company for CBC, a
full-service commercial bank with assets of approximately
$2.4 billion as of March 31, 2023. Through its branch offices and
commercial lending centers, CBC offers a broad range of financial
products and services to individuals and businesses. TCFC's
branches are located at its main office in Waldorf, Maryland, and branch offices in
Bryans Road, Dunkirk, Leonardtown, La
Plata, Charlotte Hall,
Prince Frederick, Lusby and California, Maryland; and Fredericksburg - Downtown and Fredericksburg - Harrison Crossing,
Virginia.
FORWARD-LOOKING STATEMENTS
This Press Release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995
regarding the financial condition, results of operations, business
plans and the future performance of SHBI and TCFC. Words such as
"anticipates," "believes," "estimates," "expects," "forecasts,"
"intends," "plans," "projects," "could," "may," "should," "will" or
other similar words and expressions are intended to identify these
forward-looking statements. These forward-looking statements are
based on SHBI's and TCFC's current expectations and assumptions
regarding SHBI's and TCFC's businesses, the economy, and other
future conditions. Because forward-looking statements relate to
future results and occurrences, they are subject to inherent
uncertainties, risks, and changes in circumstances that are
difficult to predict. Any number of risks, uncertainties, or other
factors could affect SHBI's or TCFC's future financial results and
performance and could cause actual results or performance to differ
materially from anticipated results or performance. Such risks and
uncertainties include, among others: the occurrence of any event,
change or other circumstances that could give rise to the right of
one or both of the parties to terminate the Merger Agreement; the
outcome of any legal proceedings that may be instituted against
SHBI or TCFC; delays in completing the Merger; the failure to
satisfy any conditions to the Merger on a timely basis or at all,
including the ability of SHBI and TCFC to meet expectations
regarding the timing, completion and accounting and tax treatments
of the Merger; the possibility that the anticipated benefits of the
Merger are not realized when expected or at all, including as a
result of the impact of, or problems arising from, the integration
of the two companies or as a result of the strength of the economy
and competitive factors in the areas where SHBI and TCFC do
business; the possibility that the Merger may be more expensive to
complete than anticipated, including as a result of unexpected
factors or events; the possibility that revenues following the
Merger may be lower than expected; the impact of certain
restrictions during the pendency of the Merger on the parties'
ability to pursue certain business opportunities and strategic
transactions; diversion of management's attention from ongoing
business operations and opportunities; potential adverse reactions
or changes to business or employee relationships, including those
resulting from the announcement or completion of the Merger; the
ability to complete the Merger and integration of SHBI and TCFC
successfully; the dilution caused by SHBI's issuance of additional
shares of its capital stock in connection with the Merger; and the
potential impact of general economic, political or market factors
on the companies or the Merger and other factors that may affect
future results of SHBI or TCFC. Except to the extent required by
applicable law or regulation, each of SHBI and TCFC disclaims any
obligation to update such factors or to publicly announce the
results of any revisions to any of the forward-looking statements
included herein to reflect future events or developments. Further
information regarding SHBI, TCFC and factors which could affect the
forward-looking statements contained herein can be found in SHBI's
Annual Report on Form 10-K for the fiscal year ended December 31, 2022, its Quarterly Report on Form
10-Q for the period ended March 31,
2023, and its other filings with the SEC, and in TCFC's
Annual Report on Form 10-K and Amendment No. 1 to TCFC's Annual
Report on Form 10-K/A for the fiscal year ended December 31, 2022, TCFC's Quarterly Report on
Form 10-Q for the period ended March 31,
2023 and its other filings with the SEC. SEC filings are
available free of charge on the SEC's website at www.sec.gov.
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content:https://www.prnewswire.com/news-releases/shore-bancshares-inc-and-the-community-financial-corporation-announce-receipt-of-shareholder-approval-for-merger-of-equals-301855928.html
SOURCE Shore Bancshares, Inc.; The Community Financial
Corporation
