CB Financial Services, Inc. Announces Merger Consideration Election Results for Pending Merger with First West Virginia Banco...
02 May 2018 - 11:00PM
CB Financial Services, Inc. (“CB”) (Nasdaq:CBFV), the holding
company for Community Bank, announced today the results of
elections made by stockholders of First West Virginia Bancorp, Inc.
(“FWVB”) (OTCQX:FWVB), the holding company for Progressive Bank,
National Association, regarding the form of merger consideration to
be received from CB in exchange for their shares of FWVB common
stock when the merger of FWVB with and into CB is completed.
The election deadline was 5:00 p.m., Eastern Time, on April 23,
2018.
Under the terms of the merger agreement, FWVB stockholders were
permitted to elect to receive either 0.9583 shares of CB common
stock or $28.50 in cash for each share of FWVB common stock owned,
subject to proration and allocation to ensure that, in the
aggregate, 80% of the outstanding shares of FWVB common stock will
be exchanged for shares of CB common stock and 20% will be
exchanged for cash upon the completion of the merger.
Based on the 1,718,730 shares of FWVB common stock outstanding
as of the election deadline, the election results are as
follows:
- the holders of 1,326,686 shares of FWVB common stock
(approximately 77.2% of outstanding shares) validly elected to
receive stock;
- the holders of 184,382 shares of FWVB common stock
(approximately 10.7% of outstanding shares) validly elected to
receive cash; and
- the holders of 207,662 shares of FWVB common stock
(approximately 12.1% of outstanding shares) made a valid “no
election” or did not make an election.
Applying the allocation and proration procedures specified in
the merger agreement to these elections results:
- FWVB stockholders who made a valid stock election with respect
to their shares of FWVB common stock are to receive 0.9583 shares
of CB common stock for each of their shares, plus cash in lieu of
any fractional share of CB common stock;
- FWVB stockholders who made a valid cash election with respect
to their shares of FWVB common stock are to receive $28.50 per
share for each of their shares; and
- FWVB stockholders who made a valid “no election” or did not
make an election are to receive 0.223473 shares of CB common stock
for every share of FWVB common stock, plus cash in lieu of any
fractional share of CB common stock, and $21.871473 in cash for
every share of FWVB common stock.
CB will not issue any fractional shares of common stock.
Rather, FWVB stockholders will receive cash in lieu of fractional
shares at a rate of $32.03912 per share.
CB expects to complete the merger on April 30, 2018, subject to
the satisfaction of customary closing conditions. CB
anticipates that the merger consideration will be issued to FWVB
stockholders who submitted valid election forms promptly after the
completion of the merger. Promptly after the completion of
the merger, a letter of transmittal will be sent to all other
remaining former FWVB stockholders so that they may exchange their
shares of FWVB common stock for the merger consideration according
to the election results described above.
FWVB stockholders with questions regarding their individual
election results should contact CB’s exchange/paying agent,
Computershare Trust Company, N.A., at 1-800-962-4284.
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.
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act
relating to the proposed merger. 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. Among the factors that could cause actual
results to differ materially from forward-looking statements
contained in this press release are the ability to meet the closing
conditions to the proposed merger on the expected terms and
schedule and delay in closing the merger. CB undertakes no
obligation to revise these forward-looking statements or to reflect
changes in events or circumstances after the date of this press
release.
Contacts:CB Financial Services, Inc.Barron P. “Pat” McCune,
Jr.Vice Chairman and Chief Executive OfficerPatrick G.
O’BrienPresident(724) 225-2400
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