CB Financial Services, Inc. and First West Virginia Bancorp, Inc. Receive Regulatory Approvals to Complete Pending Merger
31 March 2018 - 4:00AM
CB Financial Services, Inc. (“CB”) (NASDAQ:CBFV), the
Carmichaels-based holding company for Community Bank, and First
West Virginia Bancorp, Inc. (“First West Virginia”) (OTCQX:FWVB),
the Wheeling-based holding company for Progressive Bank, N.A.,
announced today that they have received all requisite regulatory
approvals to complete their pending merger and the merger of their
subsidiary banks.
CB and First West Virginia expect to complete the proposed
transaction on or about April 30, 2018, subject to the satisfaction
of customary closing conditions, including the receipt of
stockholder approval. Each company is scheduled to hold a
special stockholders’ meeting on April 11, 2018 to vote on the
transaction.
Additional Information About the Merger and Where to
Find It
CB has filed a registration statement with the Securities and
Exchange Commission (the “SEC”) under the Securities Act of 1933,
as amended, which includes a joint proxy statement/prospectus and
other relevant documents filed with the SEC in connection with the
proposed merger. STOCKHOLDERS OF CB AND OF FIRST WEST
VIRGINIA ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
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, and any other documents CB may file with the SEC, may be
obtained free of charge at the SEC's website (www.sec.gov).
In addition, investors and stockholders may obtain free
copies of these documents from CB’s website (www.communitybank.tv)
under the tab “About Us – Investor Relations” and then the link
“SEC Filings.”
Participants in the Proxy Solicitation
CB, First West Virginia and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from CB stockholders and First West
Virginia stockholders in connection with the proposed merger.
Information about the directors and executive officers of CB and of
First West Virginia is set forth in the joint proxy
statement/prospectus. Additional information regarding the
interests of those participants and other persons who may be deemed
participants in the transaction 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 any
other relevant documents regarding the proposed merger to be filed
with the SEC.
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 16 offices in Greene, Allegheny, Washington, Fayette,
and Westmoreland Counties in southwestern Pennsylvania. Community
Bank offers a broad array of retail and commercial lending and
deposit services and provides commercial and personal insurance
brokerage services through Exchange Underwriters, Inc., its wholly
owned subsidiary.
About First West Virginia Bancorp, Inc.
First West Virginia Bancorp, Inc. is the bank holding company
for Progressive Bank, N.A., a national association.
Progressive Bank, N.A. operates seven full-service branch offices
in Ohio, Brooke, Marshall, Wetzel and Upshur Counties in West
Virginia and one full-service branch office in Belmont County,
Ohio. Progressive Bank, N.A. is a community bank that
provides a broad range of consumer and commercial banking products
and services to individuals, businesses, professionals and
governments.
Forward-Looking Statements and Other
Disclosures
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 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 CB’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
satisfy other closing conditions to the proposed merger, including
approval by CB’s stockholders and First West Virginia’s
stockholders, on the expected terms and schedule; delay in closing
the merger; difficulties or delays in integrating the respective
businesses of CB 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 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
First West Virginia undertake no obligation to revise these
forward-looking statements or to reflect events or circumstances
after the date of this press release.
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.
Contacts:
CB Financial Services, Inc.
Barron P. McCune, Jr.
Vice Chairman and Chief Executive Officer
(724) 225-2400
CB Financial Services, Inc.
Patrick G. O’Brien
President
(724) 223-8310
First West Virginia Bancorp, Inc.
William G. Petroplus
President and Chief Executive Officer
(304) 277-1100
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