Summit Financial Group, Inc. (“Summit”) (NASDAQ: SMMF) and PSB
Holding Corp. (“PSB”) announce the signing of a definitive merger
agreement between Summit and PSB.
Subject to the terms of the merger agreement, PSB
shareholders will receive 1.2347 shares of Summit common stock for
each outstanding share of PSB common stock. Based upon the 20-day
average closing price of $28.35 per share of Summit’s common stock
through December 8, 2022, this equates to $35.00 per PSB common
share and an aggregate transaction value of approximately $53.9
million. As of September 30, 2022, the combined company would have
had approximate total assets of $4.5 billion, gross loans of $3.5
billion and deposits of $3.6 billion.
The transaction has been approved by each company’s
board of directors and is expected to close in the second quarter
of 2023, pending regulatory approvals and the approval of PSB’s
shareholders. Following consummation of the merger, PSB’s bank
subsidiary, Provident State Bank, Inc., will be merged with
Summit’s bank subsidiary, Summit Community Bank, Inc.
“This transaction represents an exceptional
opportunity for Summit to combine with a financially strong and
exceptionally well-managed bank possessing a culture and core
values similar to ours, as well as the same commitment to build
long-term client relationships by providing ‘Service Beyond
Expectations’,” stated Summit’s President and Chief Executive
Officer, H. Charles Maddy, III. “Partnering with PSB not only
further expands Summit’s community banking footprint to the Eastern
Shore of Maryland and Delaware, but also permits both PSB’s and
Summit’s clients the added convenience of enhanced banking services
at more locations. Our top priority now is to assure PSB’s clients
experience a smooth transition.”
“We are excited about our combination with Summit.
They are a larger institution with a breadth of products and
services,” said Melissa Quirk, President and Chief Executive
Officer of Provident State Bank. “Summit is just as committed to
community banking as we are. Together we will continue our
commitment to the communities that we serve, with the personal
banking experience our customers expect. By joining forces, we can
continue to bring opportunities and benefits to our shareholders,
customers and communities.”
PSB was advised by the investment banking firm of
Piper Sandler & Co., and was represented by the law firm of
Holland & Knight LLP. Summit was represented by the law firm of
Bowles Rice LLP.
About Summit
Summit Financial Group, Inc. is the $3.9 billion
financial holding company for Summit Community Bank, Inc. Its
talented bankers serve commercial and individual clients throughout
West Virginia, the Washington, D.C. metropolitan area, Virginia,
and Kentucky. Summit’s focus on in-market commercial lending and
providing other business banking services in dynamic markets is
designed to leverage its highly efficient operations and core
deposits in strong legacy locations. Residential and consumer
lending, trust and wealth management, and other retail financial
services are offered through convenient digital and mobile banking
platforms, including MySummitBank.com and 44 full-service branch
locations.
About PSB
PSB Holding Corp., at September 30, 2022, had $594
million in assets and is the holding company for Provident State
Bank, Inc., a full-service bank serving the eastern shore of
Maryland since 1904. Provident State Bank, Inc. has ten branch
locations in Preston, Federalsburg, Ridgely, Denton, Easton-Elliot
Road, Easton-Harrison Street, Secretary, Cambridge, Salisbury, and
Lewes (Delaware). For more information on PSB Holding Corp. and
Provident State Bank, Inc., visit www.providentstatebank.com.
Contacts
With respect to PSB:
Melissa A. Quirk, President & CEOTelephone:
(410) 673-2401Email: mquirk@psbinc.net
With respect to Summit:
Robert S. Tissue, Executive Vice President &
CFOTelephone: (304) 530-0552Email: rtissue@summitfgi.com
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include, but
are not limited to, statements about (i) the benefits of a merger
between PSB Holding Corp. (“PSB”) and Summit Financial Group, Inc.
(“Summit”), including future financial and operating results, cost
savings enhancements to revenue and accretion to reported earnings
that may be realized from the merger; (ii) Summit’s and PSB plans,
objectives, expectations and intentions and other statements
contained in this press release that are not historical facts; and
(iii) other statements identified by words such as “expects,”
“anticipates,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “targets,” “projects,” or words of similar meaning
generally intended to identify forward-looking statements. These
forward-looking statements are based upon the current beliefs and
expectations of the respective managements of Summit and PSB and
are inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are
beyond the control of PSB and Summit. In addition, these
forward-looking statements are subject to assumptions with respect
to future business strategies and decisions that are subject to
change. Actual results may differ materially from the anticipated
results discussed in these forward-looking statements because of
possible uncertainties.
The following factors, among others, could cause
actual results to differ materially from the anticipated results or
other expectations expressed in the forward-looking statements: (1)
the businesses of Summit and PSB may not be combined successfully,
or such combination may take longer, be more difficult,
time-consuming or costly to accomplish than expected; (2) the
expected growth opportunities or cost savings from the merger may
not be fully realized or may take longer to realize than expected;
(3) deposit attrition, operating costs, customer losses and
business disruption following the merger, including adverse effects
on relationships with employees, may be greater than expected; (4)
the regulatory approvals required for the merger may not be
obtained on the proposed terms or on the anticipated schedule; (5)
the stockholders of PSB may fail to approve the merger; (6)
legislative or regulatory changes, including changes in accounting
standards, may adversely affect the businesses in which Summit and
PSB are engaged; (7) changes in the interest rate environment may
adversely affect net interest income; (8) results may be adversely
affected by continued diversification of assets and adverse changes
to credit quality; (9) competition from other financial services
companies in Summit’s and PSB’s markets could adversely affect
operations; (10) the economy could experience a slowdown that could
adversely affect credit quality and loan originations; (11) current
and future economic and market conditions, including the effects of
declines in housing prices, high unemployment rates, U.S. fiscal
debt, budget and tax matters, geopolitical matters, and any
slowdown in global economic growth; and (12) increasing rates of
inflation and slower growth rates. Additional factors, that could
cause actual results to differ materially from those expressed in
the forward-looking statements are discussed in Summit’s reports
(such as Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K) filed with the Securities and
Exchange Commission and available on the SEC’s Internet site
(http://www.sec.gov).
Summit and PSB caution that the foregoing list of
factors is not exclusive. All subsequent written and oral
forward-looking statements concerning the proposed transaction or
other matters attributable to Summit or PSB or any person acting on
their behalf are expressly qualified in their entirety by the
cautionary statements above. Summit and PSB do not undertake any
obligation to update any forward-looking statement to reflect
circumstances or events that occur after the date the
forward-looking statements are made.
ADDITIONAL INFORMATION ABOUT THE MERGER
AND WHERE TO FIND IT
This information does not constitute an offer to
sell or the solicitation of an offer to buy any securities, or a
solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection
with the proposed merger, Summit will file with the SEC a
Registration Statement on Form S-4 with respect to the offering of
Summit common stock as the merger consideration under the
Securities Act, which will include a proxy statement of PSB seeking
approval of the merger by PSB’s shareholders and a prospectus of
Summit. PSB will deliver the proxy statement/prospectus to its
shareholders. In addition, Summit may file other relevant documents
concerning the proposed merger with the SEC. Investors and security
holders are urged to read the registration statement and proxy
statement/prospectus and other relevant documents when they become
available because they will contain important information about the
proposed merger.
Investors and security holders may obtain free
copies of these documents through the website maintained by the SEC
at http://www.sec.gov. Security holders of Summit and PSB may also
obtain free copies of these documents by directing a request to Ms.
Teresa Ely, Summit’s Director of Shareholder Relations, by
telephone at (304) 530-0526 or by email at tely@summitfgi.com or by
accessing these documents at Summit’s website: www.summitfgi.com or
PSB’s website at www.providentstatebank.com under the tab “Investor
Relations”.
PARTICIPANTS IN THE
SOLICITATION
Summit, PSB and their respective directors,
executive officers and certain other members of management and
employees may be deemed “participants” in the solicitation of
proxies from PSB’s shareholders in connection with the merger.
Information regarding the persons who may, under the rules of the
SEC, be considered participants in the solicitation of the PSB
shareholders in connection with the merger will be set forth in the
proxy statement/prospectus when it is filed with the SEC.
You can find information about the executive
officers and directors of Summit in its Annual Report on Form 10-K
for the year ended December 31, 2021 filed with the SEC on March 4,
2022, and in its definitive proxy statement filed with the SEC on
April 11, 2022. Information about the directors and executive
officers of PSB may be obtained by reading the proxy
statement/prospectus regarding the merger when it becomes
available. You can obtain free copies of these documents from
Summit or PSB using the contact information above.
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