SPARTA, Mich. and MUSKEGON, Mich., June
17, 2020 /PRNewswire/ -- ChoiceOne Financial Services, Inc.
(NASDAQ: COFS) ("ChoiceOne") and Community Shores Bank Corporation
(OTC Pink: CSHB) ("Community Shores") jointly announced that at a
special meeting held today, Community Shores' shareholders approved
the proposed Agreement and Plan of Merger (the "Merger Agreement")
providing for the merger of Community Shores with and into
ChoiceOne. The merger remains subject to the satisfaction of
certain other customary closing conditions. The combined
organization will be headquartered in Sparta, Michigan. ChoiceOne Bank and
Community Shores Bank are expected to be consolidated in the fourth
quarter of this year and the consolidated bank will operate under
the ChoiceOne Bank name.
![(PRNewsfoto/ChoiceOne Financial Services, I) (PRNewsfoto/ChoiceOne Financial Services, I)](https://mma.prnewswire.com/media/1169029/ChoiceOne_Financial_Services_Logo.jpg)
The merger is a stock and cash transaction and will create an
approximate $1.7 billion-asset bank
holding company with 33 offices in West and Southeastern Michigan, remaining as the
12th largest bank holding company in Michigan based on asset size.
ChoiceOne is currently an approximately $1.5 billion-asset bank holding company with 29
offices serving West and Southeastern
Michigan. Community Shores is currently an approximately
$220 million-asset bank holding
company with four offices serving Muskegon and Ottawa Counties.
"Community Shores received strong shareholder support for this
partnership," said ChoiceOne Chief Executive Officer
Kelly Potes. "The positive
shareholder response we received today validates the substantial
opportunity we see for our collective communities, customers, and
employees while adding significant value for the shareholders of
our two organizations. We believe our combined companies will
result in one exceptional company presenting efficiencies and new
growth opportunities in our expanded network across Michigan."
"Our shareholders gave us an impressive vote of confidence
today," said Community Shores Chairman of the Board Gary Bogner.
"Both ChoiceOne Bank and Community Shores Bank have deep roots in
West Michigan. This merger will
enhance our impact on the local community, as well as combine our
service cultures and ChoiceOne's advancements in products and
technology to better serve our customers."
"We are very pleased to join forces with ChoiceOne," said
Community Shores President and Chief Executive Officer Heather Brolick. "ChoiceOne is a like-minded
community bank with a vision to be the best bank in Michigan. With our similar cultures,
values and commitments to our local communities, we expect limited
overlap and disruption. This transaction will allow both
organizations to better serve our diverse population in
Muskegon and Ottawa Counties."
Upon consolidation of ChoiceOne Bank and Community Shores Bank,
ChoiceOne is pleased to announce that Brent
McCarthy, Senior Vice President and Chief Lending Officer of
Community Shores, will serve as the Muskegon Market Executive for
ChoiceOne Bank and Heather Brolick,
President and Chief Executive Officer of Community Shores, will
serve as the Chief Human Resources Officer for ChoiceOne Bank. Upon
consolidation of ChoiceOne Bank and Community Shores Bank,
Community Shores director John Essex
Jr. will be named to the ChoiceOne Bank Board of
Directors.
"Our priorities for the future will build on the momentum our
organizations have set in place over the years," said ChoiceOne
Chairman of the Board, Paul Johnson.
"Given the coronavirus pandemic we are experiencing, we believe our
additional scale continues to be a great asset as we help our
customers navigate these unprecedented times. With Community Shores
serving their customers for over 20 years and ChoiceOne serving its
customers for over 120 years, we will maintain the strength and
resilience both companies have built over the years and look
forward to growth in our new markets as we bridge the east and west
sides of Michigan."
About ChoiceOne
ChoiceOne Financial Services, Inc. is
a financial holding company headquartered in Sparta, Michigan and the parent corporation of
ChoiceOne Bank. Member FDIC. ChoiceOne Bank operates 29 offices in
parts of Kent, Ottawa, Muskegon, Newaygo, Lapeer, St.
Clair and Macomb
counties. ChoiceOne Bank offers insurance and investment
products through its subsidiary, ChoiceOne Insurance Agencies, Inc.
ChoiceOne Financial Services, Inc. common stock is quoted on the
Nasdaq Capital Market under the symbol "COFS." For more
information, please visit Investor Relations at ChoiceOne's website
at choiceone.com.
About Community Shores Bank Corporation
Community
Shores Bank Corporation is the bank holding company of Community
Shores Bank, the only independent community bank with headquarters
in Muskegon, Michigan. The bank
serves businesses and consumers in the western Michigan counties of Muskegon and Ottawa from four branch offices. For more
information, please visit Investor Relations at Community Shores'
website at https://communityshores.com/investor-relations/.
Forward-Looking Statements
This release may contain
forward-looking statements. Words such as "anticipates,"
"believes," "estimates," "expects," "forecasts," "intends," "is
likely," "plans," "predicts," "projects," "may," "could," "look
forward," "continue", "future" and variations of such words and
similar expressions are intended to identify such forward-looking
statements. These statements reflect current beliefs as to
the expected outcomes of future events and are not guarantees of
future performance. These statements involve certain risks,
uncertainties and assumptions ("risk factors") that are difficult
to predict with regard to timing, extent, likelihood and degree of
occurrence. Therefore, actual results and outcomes may
materially differ from what may be expressed, implied or forecasted
in such forward-looking statements. Furthermore, neither
ChoiceOne nor Community Shores undertake any obligation to update,
amend, or clarify forward-looking statements, whether as a result
of new information, future events, or otherwise. Such risks,
uncertainties and assumptions, include, among others, the
following:
- the impacts of the global coronavirus outbreak (COVID-19), in
particular in the United States
and Michigan;
- the failure of Community Shores to satisfy any of the remaining
closing conditions to the transaction, on a timely basis or at
all;
- 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 possibility that the anticipated benefits of the
transaction, including anticipated cost savings and strategic
gains, 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,
competitive factors in the areas where ChoiceOne and Community
Shores do business, or as a result of other unexpected factors or
events;
- the impact of purchase accounting with respect to the
transaction, or any change in the assumptions used regarding the
assets purchased and liabilities assumed to determine their fair
value;
- 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 transaction; and
- the outcome of any legal proceedings that may be instituted
against ChoiceOne or Community Shores.
Additional risk factors include, but are not limited to, the
risk factors described in ChoiceOne Financial Services, Inc.'s
Registration Statement on Form S-4 (file no. 333-237227), Item 1A
in ChoiceOne Financial Services, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 2019
and in Item 1A in ChoiceOne Financial Service, Inc.'s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2020.
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SOURCE ChoiceOne Financial Services, Inc.