has agreed to merge with
April 14, 2014 | Philadelphia, PA
FedFirst Financial Corporation (“FedFirst”) (NasdaqCM: FFCO) (Monessen, PA), the holding company for First Federal Savings Bank, a $319 million regional thrift holding company announced on April 14, 2014 it has agreed to merge with CB Financial Services, Inc. (“CB”) (OTCQB: CBFV) (Carmichaels, PA), the holding company for Community Bank, in a deal valued at approximately $54.5 million.
The combined company, which on a pro forma basis will have more than $860 million in total assets, will be attractively positioned in the heart of the Marcellus Shale Region to provide a broad array of retail and commercial banking services to customers throughout southwestern Pennsylvania.
Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of both companies, stockholders of FedFirst will be entitled to elect to receive $23.00 in cash or shares of CB common stock based on a fixed exchange ratio of 1.1590 shares of CB common stock for each share of FedFirst common stock, subject to proration to ensure that at closing 65% of the outstanding shares of FedFirst common stock are exchanged for shares of CB common stock and the remaining 35% are exchanged for cash.
Patrick G. O’Brien, FedFirst’s President and Chief Executive Officer, said, “Blending the high performance cultures of both First Federal and Community Bank into one will create a financial services company that is well positioned to return great value to shareholders, customers, employees and the communities it serves. Our combined strength will also well position us to capture greater market share in the growing economy of our region.”
Effective upon the closing of the merger, current FedFirst directors John J. LaCarte, John M. Swiatek, Patrick G. O’Brien and Richard B. Boyer will be appointed to the boards of directors of CB and Community Bank. In addition, Mr. O’Brien will serve as Executive Vice President and Chief Operating Officer of Community Bank and Mr. Boyer will serve as Vice President of Insurance Operations of Community Bank.
Mufson Howe Hunter acted as the exclusive financial advisor to FedFirst and rendered a fairness opinion to the board of directors of FedFirst.