CB Financial Services and First West Virginia Bancorp to merge
CB Financial Services is the Carmichaels-based holding company for Community Bank, and First West Virginia Bancorp is the Wheeling-based holding company for Progressive Bank.
On a combined basis, CB will have more than $1.25 billion in total assets and will expand its footprint into new markets in which key members of the CB management team, including its President, have had significant executive-level experience with local community banks.
Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of both companies, stockholders of First West Virginia will be entitled to elect to receive $28.50 in cash or 0.9583 shares of CB common stock for each share of First West Virginia common stock.
This is subject to proration to ensure that at closing 80% of the outstanding shares of First West Virginia common stock are exchanged for shares of CB common stock and the remaining 20% are exchanged for cash.
The transaction is expected to qualify as a tax-free reorganization for both companies and as a tax-free exchange for First West Virginia stockholders who receive shares of CB common stock in exchange for their shares of First West Virginia common stock.
CB and First West Virginia expect to complete the transaction in the second quarter of 2018.
The completion of the transaction is subject to the satisfaction of customary closing conditions, including the receipt of regulatory approvals and the approval of the stockholders of CB and First West Virginia. ■