WEST WARWICK, R.I. and
PUTNAM, Conn., Oct. 22, 2019 /PRNewswire/ -- Centreville
Bank, a Rhode Island-chartered
savings bank, and PB Bancorp, Inc. (NASDAQ Capital Market: PBBI)
jointly announced today that they have entered into a definitive
merger agreement for Centreville
Bank to acquire PB Bancorp and its wholly owned subsidiary,
Putnam Bank, in a transaction valued
at approximately $115.5 million. The
parties anticipate the proposed transaction will close in the first
or second quarter of 2020.
Under the terms of the agreement, shareholders of PB Bancorp
will receive $15.25 in cash per
share. The merger consideration represents approximately 145% of PB
Bancorp's tangible book value as of June 30,
2019. The transaction is subject to customary closing
conditions, including the receipt of regulatory approvals and
approval by the shareholders of PB Bancorp, Inc.
Harold M. Horvat, President, CEO
and Chairman of Centreville Bank,
stated: "Bringing Putnam Bank into the Centreville Bank family makes great strategic
sense, business sense, and cultural sense. Our two organizations
share many common traits, including being solid fiscally, making
decisions that are customer centric, and having an unwavering
commitment to the communities that make up our market area. We feel
that our entry into Eastern
Connecticut through Putnam
Bank is a 'win/win' for both institutions."
"This transaction provides excellent value to our shareholders.
We are excited to become part of Centreville Bank and we believe that this
partnership will be beneficial to our employees, customers and
communities," said Tom Borner,
President and CEO of PB Bancorp and Putnam
Bank. "We look forward to partnering with the talented
people of Centreville Bank to
combine the best of both of our organizations and assuring that our
customers and communities will benefit from the wide range of
products and commitment to service provided by Centreville Bank."
The combined organization will have approximately $1.78 billion in assets and $1.31 billion in deposits. Upon completion of the
transaction, one current member of the board of directors of PB
Bancorp will be appointed to serve as a member of the Board of
Trustees of Centreville Bank.
Following completion of the merger, the current branches of
Putnam Bank will remain open and
will conduct business under the trade name "Putnam Bank, a Division of Centreville Bank."
Boenning & Scattergood, Inc. acted as financial advisor to
Centreville Bank and Keefe, Bruyette
& Woods, a Stifel Company, acted as financial advisor to PB
Bancorp, Inc. and rendered a fairness opinion to the Board of
Directors of PB Bancorp, Inc. in conjunction with this transaction.
Nutter McClennen & Fish LLP served as legal counsel to
Centreville Bank, and Luse Gorman, PC served as legal counsel to
Putnam Bank and PB Bancorp, Inc.
About Centreville Bank
Founded in 1828 and headquartered in West Warwick, Rhode Island, Centreville Bank is a full-service mutual bank
operating through seven branch locations in Coventry, Cranston, East
Greenwich, Narragansett,
North Kingstown, West Greenwich, and West Warwick, with total assets of
$1.25 billion as of June 30, 2019. For more information, please visit
www.centrevillebank.com.
About PB Bancorp, Inc. and Putnam
Bank
PB Bancorp, Inc., headquartered in Putnam, Connecticut, is the parent of
Putnam Bank, a state-chartered stock
savings bank founded in 1862. The Bank offers a wide range of
financial services through its eight full-service offices.
Putnam Bank also operates a
full-service loan center in Putnam,
Connecticut. The Bank's deposits are insured by the Federal
Deposit Insurance Corporation. PB Bancorp, Inc.'s common stock
trades on the NASDAQ Capital Market under the symbol "PBBI".
Forward-Looking Statements
This news release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act.
Forward-looking statements include statements regarding the
anticipated closing date of the transaction and anticipated future
results. Forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts.
They often include words like "believe", "expect", "anticipate",
"estimate", and "intend" or future or conditional verbs such as
"will", "would", "should", "could" or "may". Certain factors that
could cause actual results to differ materially from expected
results include delays in completing the merger, difficulties in
achieving cost savings from the merger or in achieving such cost
savings within the expected time frame, difficulties in integrating
PB Bancorp, Inc. and Putnam Bank,
the reaction of the companies' customers, employees and
counterparties to the transaction, increased competitive pressures,
changes in the interest rate environment, changes in general
economic conditions, legislative and regulatory changes that
adversely affect the business in which PB Bancorp, Inc.,
Putnam Bank and Centreville Bank is engaged, changes in the
securities markets and other risks and uncertainties. Undue
reliance should not be placed on the forward-looking statements,
which speak only as of the date hereof. None of PB Bancorp, Inc.,
Putnam Bank or Centreville Bank undertake, and specifically
disclaims any obligation, to publicly release the result of any
revisions that may be made to update any forward-looking statement
to reflect the events or circumstances after the date on which the
forward-looking statement is made, or reflect the occurrence of
unanticipated events, except to the extent required by law.
Additional Information
In connection with the proposed merger, PB Bancorp, Inc. will
provide its shareholders with a proxy statement and other relevant
documents concerning the proposed transaction. Shareholders of
PB Bancorp, Inc. are urged to read the proxy statement and other
relevant documents and any amendments or supplements to those
documents, because they will contain important information which
should be considered before making any decision regarding the
transaction. Shareholders of PB Bancorp, Inc. will be able to
obtain a copy of the proxy statement, and any other relevant
documents, without charge, when they become available, at the
Securities and Exchange Commission website (www.sec.gov), on the PB
Bancorp, Inc. website (www.putnambank.com) or by directing a
request to:
Thomas A.
Borner
President and Chief Executive Officer
PB Bancorp, Inc.
40 Main Street
Putnam, Connecticut 06260
The information available through PB Bancorp, Inc.'s website is
not and shall not be deemed part of this press release or
incorporated by reference into other filings that PB Bancorp, Inc.
makes with the Securities and Exchange Commission.
PB Bancorp, Inc. and certain of its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of PB Bancorp, Inc. in connection
with the merger. Information about the directors and executive
officers of PB Bancorp, Inc. is set forth in PB Bancorp, Inc.'s
Annual Report on Form 10-K filed with the Securities Exchange
Commission on September 29, 2019, and
in the proxy statement for PB Bancorp, Inc.'s 2018 annual meeting
of shareholders, as filed with the Securities and Exchange
Commission on October 1, 2018.
Additional information regarding the interests of these
participants and any other persons who may be deemed participants
in the transaction may be obtained by reading the proxy statement
regarding the proposed merger when it becomes available. Free
copies of this document may be obtained as described in the
preceding paragraph.
Persons seeking additional information regarding the parties to
the merger or the transaction may wish to visit the websites of
each institution:
Centreville Bank -
www.centrevillebank.com
Putnam Bank - www.putnambank.com
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content:http://www.prnewswire.com/news-releases/centreville-bank-and-pb-bancorp-inc-sign-merger-agreement-for-centreville-bank-to-acquire-putnam-bank-300943310.html
SOURCE PB Bancorp, Inc.
