CARMICHAELS, Pa. and WHEELING, W.Va., Nov. 16, 2017 (GLOBE NEWSWIRE) -- CB Financial Services, Inc. (NASDAQ:CBFV), the Carmichaels-based holding company for Community Bank, and First West Virginia Bancorp, Inc. (OTCQX:FWVB), the Wheeling-based holding company for Progressive Bank, N.A., announced today the signing of a definitive merger agreement under which First West Virginia will merge with and into CB in a cash and stock transaction valued at approximately $49.0 million. 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.
Barron P. McCune, Jr., CB’s Vice Chairman and Chief Executive Officer, said, “We are thrilled to welcome the bankers at Progressive Bank into the Community Bank family. Many of us have long ties with Wheeling and the Ohio Valley. We know that, Progressive Bank, like us, takes pride in outstanding personal service and in supporting our communities. Together, we will be able to offer more service, better products, and additional locations for our new customers.”
William G. Petroplus, First West Virginia’s President and Chief Executive Officer, added, “We’re pleased to announce this combination with Community Bank. In exploring our strategic options, we looked for a partner that would fit the culture of our bank. Community Bank was a natural choice. We have always been impressed by Community Bank’s devotion to its employees, customers and communities. Our combined strength will provide us with an increased opportunity to capture greater market share within our market.”
Patrick G. O’Brien, CB’s President, said, “I echo Pat McCune’s and Bill Petroplus’ comments about how exciting it is to be bringing the great cultures of our banks together. Having worked in the Ohio Valley for part of my banking career, it is particularly gratifying to have the opportunity to serve these businesses, consumers and communities once again.”
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, 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.
Effective upon the closing of the merger, Mr. Petroplus, and two other current First West Virginia directors to be selected by both parties, will be appointed to the boards of directors of CB and Community Bank.
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.
Keefe, Bruyette & Woods, Inc. acted as financial advisor to CB, and Luse Gorman, PC served as legal counsel. D.A. Davidson & Co. acted as financial advisor to First West Virginia, and Bowles Rice LLP served as legal counsel.
About CB Financial Services, Inc.
CB Financial Services, Inc. is the bank holding company for Community Bank, a Pennsylvania-chartered commercial bank. Community Bank operates 16 offices in Greene, Allegheny, Washington, Fayette, and Westmoreland Counties in southwestern Pennsylvania. Community Bank offers a broad array of retail and commercial lending and deposit services and provides commercial and personal insurance brokerage services through Exchange Underwriters, Inc., its wholly owned subsidiary.
About First West Virginia Bancorp, Inc.
First West Virginia Bancorp, Inc. is the bank holding company for Progressive Bank, N.A., a national association. Progressive Bank operates seven full-service branch offices in West Virginia and one full-service branch office in Ohio.