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Item 1.01
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Entry into a Material Definitive Agreement
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On November 16, 2017, CB Financial Services, Inc. (the “Company”
or “CB”) and First West Virginia Bancorp, Inc. (“First West Virginia”) entered into an Agreement and Plan
of Merger (the “Merger Agreement”), pursuant to which First West Virginia will merge with and into the Company (the
“Merger”). Immediately following the Merger, Progressive Bank, N.A., the wholly owned subsidiary of First West Virginia,
will merge with and into Community Bank, the wholly owned subsidiary of the Company (the “Bank Merger”).
Under the terms of the Merger Agreement, which has been unanimously approved
by the Boards of Directors of each of the Company and First West Virginia, stockholders of First West Virginia will be entitled
to elect to receive $28.50 in cash or 0.9583 shares of Company common stock for each share of First West Virginia common stock,
subject to proration procedures to ensure that 80% of the outstanding shares of First West Virginia common stock are exchanged
for shares of Company common stock and the remaining 20% are exchanged for cash. The Merger 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 Company
common stock in exchange for their shares of First West Virginia common stock.
The Merger Agreement contains usual and customary representations and
warranties that the Company and First West Virginia have made to each other as of specific dates. Each party has also agreed to
customary covenants, including, among other things, covenants relating to the conduct of its business during the interim period
between the execution of the Merger Agreement and the consummation of the Merger.
The Company and First West Virginia expect to complete the Merger in
the second quarter of 2018. The completion of the Merger is subject to the satisfaction of customary closing conditions, including
the receipt of regulatory approvals and the approval of the stockholders of the Company and First West Virginia.
Effective upon the closing of the Merger, William G. Petroplus and two
other current First West Virginia directors will be appointed to the Boards of Directors of the Company and Community Bank.
Each First West Virginia director and executive officer has agreed to
vote their shares in favor of the approval of the Merger Agreement at the First West Virginia stockholders meeting to be held to
vote on the proposed Merger pursuant to a voting agreement, a form of which is attached as Exhibit A to the Merger Agreement. If
the Merger is not consummated under specified circumstances, First West Virginia has agreed to pay the Company a termination fee
of $2.5 million.
The foregoing summary of the Merger Agreement is qualified in its entirety
by reference to the complete text of such document, which is filed as Exhibit 2.1 to this Form 8-K and incorporated herein by reference
in its entirety. The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only
for purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations
agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating
contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject
to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly,
the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time,
and investors should not rely on them as statements of fact. Moreover, information concerning the subject matter of the representations
and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected
in the parties’ public disclosures.
Additional Information and Where to Find It
The Merger Agreement should not be read alone, but should instead be
read in conjunction with the other information regarding the Company, First West Virginia, their respective affiliates or their
respective businesses, that will be contained in, or incorporated by reference into, the Registration Statement on Form S-4 that
will include a joint proxy statement of the Company and First West Virginia and a prospectus of the Company and will be filed with
the Securities and Exchange Commission (the “SEC”), as well as in the Forms 10-K, Forms 10-Q, Forms 8-K and other filings
that the Company makes with the SEC.
Investors and stockholders are urged to read the Registration Statement
on Form S-4 and the joint proxy statement/prospectus included therein regarding the proposed Merger 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 joint proxy statement/prospectus and other relevant materials (when they become available),
and any other documents the Company 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 from the Company’s website at www.communitybank.tv
under the tab “About Us—Investor Relations” and then the link “SEC Filings.”
Participants in the Solicitation
The Company, First West Virginia and certain of their respective directors
and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company and
First West Virginia in connection with the proposed Merger. Information about the directors and executive officers of the Company
is set forth in the proxy statement for the Company’s 2017 annual meeting of stockholders, as filed with the SEC on Schedule
14A on April 12, 2017. Information about the directors and executive officers of First West Virginia will be included in the joint
proxy statement/prospectus when it becomes available. Additional information regarding the interests of those participants and
other persons who may be deemed participants in the Merger and a description of their direct and indirect interests, by security
holdings or otherwise, may be obtained by reading the joint proxy statement/prospectus and other relevant documents regarding the
proposed Merger to be filed with the SEC when they become available.
Forward-Looking Statements
This Current Report on Form 8-K 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 the Company and First West Virginia. 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 the Company’s reports filed with the SEC and those
identified elsewhere in this filing, 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 the Company’s and First West Virginia’s stockholders, on the expected terms and schedule; delay in closing
the Merger; difficulties and delays in integrating the respective businesses of the Company and First West Virginia 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 the Company’s
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. The Company and First West Virginia undertake no obligation to revise
these forward-looking statements or to reflect events or circumstances after the date of this filing.