CB Financial, First W.Va. Bancorp announce merger
November 17, 2017
CB Financial Services Inc., the Carmichaels-based holding company for Community Bank, and First West Virginia Bancorp, Inc., the Wheeling-based holding company for Progressive Bank, NA, on Thursday announced a definitive merger agreement under which First West Virginia will merge into CB in a cash and stock transaction valued at approximately $49 million.
According to a news release, on a combined basis, CB will have more than $1.25 billion in total assets and will expand its footprint into new markets in which key members of the CB management team, including its president, have had significant executive-level experience with local community banks.
“Many of us have long ties with Wheeling and the Ohio Valley, said Barron P. McCune, Jr., CB’s vice chairman and chief executive officer. “We know that Progressive Bank, like us, takes pride in outstanding personal service and in supporting our communities. Together, we will be able to offer more service, better products and additional locations for our new customers.”
William G. Petroplus, First West Virginia’s president and chief executive officer, said the combination of the two banks should be highly complementary.
“In exploring our strategic options, we looked for a partner that would fit the culture of our bank. Community Bank was a natural choice,” Petroplus said. “We have always been impressed by Community Bank’s devotion to its employees, customers and communities. Our combined strength will provide us with an increased opportunity to capture greater market share within our market.”
Patrick G. O’Brien, CB’s president, said he was highly familiar with the new territory CB is entering. “Having worked in the Ohio Valley for part of my banking career, it is particularly gratifying to have the opportunity to serve these businesses, consumers and communities once again,” O’Brien said.
Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of both companies, stockholders of First West Virginia will be entitled to elect to receive $28.50 in cash or 0.9583 shares of CB common stock for each share of First West Virginia common stock, subject to proration to ensure that at closing 80 percent of the outstanding shares of First West Virginia common stock are exchanged for shares of CB common stock and the remaining 20 percent 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 First West Virginia stockholders who receive shares of CB common stock in exchange for their shares of First West Virginia common stock.
Effective upon the closing of the merger, Petroplus and two other current First West Virginia directors to be selected by both parties, will be appointed to the boards of directors of CB and Community Bank.
CB and First West Virginia expect to complete the transaction in the second quarter of 2018.