Synergy Fuels Government Guaranteed Lending
Growth Vehicle
MVB Financial Corp. (“MVB,” “MVB Financial”) (Nasdaq: MVBF), the
holding company for MVB Bank, Inc. (“MVB Bank”), announced today
that it has entered into a definitive merger agreement pursuant to
which MVB will acquire Integrated Financial Holdings, Inc. (“IFH”)
(OTCQX: IFHI) in an all-stock transaction. The strategic
combination is expected to accelerate a fast track growth vehicle
for MVB by expanding its government guaranteed lending business,
including SBA and USDA originations and servicing.
IFH is headquartered in Raleigh, N.C., and is the parent company
of five wholly owned subsidiaries, including West Town Bank &
Trust (“WTBT”) and Windsor Advantage, LLC (“Windsor”). WTBT had
approximately $435 million in total assets, $326 million in loans
and $334 million in deposits as of June 30, 2022. Since 2018,
WTBT’s Government Guaranteed Lending Team has originated more than
$1 billion in loans. Windsor is a leading national lending service
provider, offering financial institutions a comprehensive
outsourced SBA and USDA lending platform, servicing approximately
$2.1 billion in loans.
Under the terms of the merger agreement, IFH shareholders will
receive 1.21 shares of MVB common stock for each share of IFH
common stock. Based on the closing price of MVB stock of $34.54 on
August 11, 2022, the implied per share purchase price is $41.79,
with an aggregate transaction value of approximately $98.0
million.
The transaction is expected to be immediately accretive to
tangible book value per share at closing and approximately 15%
accretive to earnings per share in 2023. MVB also expects tangible
common equity to tangible assets and all regulatory capital ratios
to increase pro forma for the transaction.
“MVB continues to focus on key growth initiatives as part of our
MVB-F1: Success Loves Speed Strategic Plan. Even in wet track
market conditions, MVB continues to be opportunistic and look for
deals that make sense to our business model. This acquisition
accelerates both our SBA and Strategic Lending Partnerships growth
vehicles to the benefit of our clients and shareholders. Both
strong companies on our own, together we become a national leader
in government guaranteed lending, specifically SBA and USDA
lending,” said Larry F. Mazza, CEO, MVB Financial. “We believe we
have an excellent cultural fit and outstanding additions of talent
with Eric Bergevin, Riddick Skinner and Mike Breckheimer joining
Team MVB.”
Upon closing of the transaction, IFH President and CEO Eric
Bergevin will join MVB’s Executive Leadership Team as a direct
report to CEO Larry F. Mazza. Riddick Skinner, EVP, Government
Lending for IFH, and Michael Breckheimer, EVP, Corporate Strategy
for IFH, will report to Bergevin.
“We are excited to embark on this strategic alliance with MVB to
create what we believe will be an industry-leading juggernaut in
government guaranteed lending,” Bergevin said. “The merger
represents two organizations with shared entrepreneurial-minded
philosophies around the idea of synergy.”
The transaction with IFH has been unanimously approved by both
IFH’s and MVB’s boards of directors and is expected to be completed
in the first quarter of 2023, subject to approval of both
companies’ shareholders, regulatory approvals and the satisfaction
of other customary closing conditions.
Stephens, Inc. served as financial advisor and Squire Patton
Boggs (US) LLP served as legal advisor to MVB. Raymond James &
Associates, Inc. served as financial advisor and Wyrick Robbins
Yates & Ponton LLP served as legal advisor to IFH.
A slide presentation relating to the transaction can be accessed
under the investor relations section of MVB’s website at
https://mvbbanking.com/. In addition, the presentation is included
as an exhibit to the Form 8-K filed with the Securities and
Exchange Commission announcing the transaction.
About MVB Financial Corp.
MVB Financial Corp., the holding company of MVB Bank, Inc., is
publicly traded on The Nasdaq Capital Market® under the ticker
“MVBF.” Nasdaq is a leading global provider of trading, clearing,
exchange technology, listing, information and public company
services. Through its subsidiary, MVB Bank, Inc., and the Bank’s
subsidiaries, the Company provides financial services to
individuals and corporate clients in the Mid-Atlantic region and
beyond. For more information about MVB, please visit
http://ir.mvbbanking.com.
Forward-Looking Statements
This release includes “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, with
respect to MVB’s and IFH’s beliefs, goals, intentions, and
expectations regarding the proposed transaction, pro forma
financial results, future operations, and capital ratios, among
other matters; our estimates of future costs and benefits of the
actions we may take; our ability to achieve our financial and other
strategic goals; the expected timing of completion of the proposed
transaction; the expected cost savings, synergies and other
anticipated benefits from the proposed transaction; and other
statements that are not historical facts.
Forward‐looking statements are typically identified by such
words as “believe,” “expect,” “anticipate,” “intend,” “outlook,”
“estimate,” “forecast,” “project,” “should,” “will,” and other
similar words and expressions, and are subject to numerous
assumptions, risks, and uncertainties, which change over time.
These forward-looking statements include, without limitation, those
relating to the terms, timing and closing of the proposed
transaction.
Additionally, forward‐looking statements speak only as of the
date they are made; MVB and IFH do not assume any duty, and do not
undertake, to update such forward‐looking statements, whether
written or oral, that may be made from time to time, whether as a
result of new information, future events, or otherwise.
Furthermore, because forward‐looking statements are subject to
assumptions and uncertainties, actual results or future events
could differ, possibly materially, from those indicated in such
forward-looking statements as a result of a variety of factors,
many of which are beyond the control of MVB and IFH. Such
statements are based upon the current beliefs and expectations of
the management of MVB and IFH and are subject to significant risks
and uncertainties outside of the control of the parties. Caution
should be exercised against placing undue reliance on
forward-looking statements. The factors that could cause actual
results to differ materially include the following: the occurrence
of any event, change or other circumstances that could give rise to
the right of one or both of the parties to terminate the definitive
merger agreement between MVB and IFH; the outcome of any legal
proceedings that may be instituted against MVB or IFH; the
possibility that the proposed transaction will not close when
expected or at all because required regulatory, shareholder or
other approvals are not received or other conditions to the closing
are not satisfied on a timely basis or at all, or are obtained
subject to conditions that are not anticipated (and the risk that
required regulatory approvals may result in the imposition of
conditions that could adversely affect the combined company or the
expected benefits of the proposed transaction); the ability of MVB
and IFH to meet expectations regarding the timing, completion and
accounting and tax treatments of the proposed transaction; the risk
that any announcements relating to the proposed transaction could
have adverse effects on the market price of the common stock of
MVB; the possibility that the anticipated benefits of the proposed
transaction will not be realized when expected or at all, including
as a result of the impact of, or problems arising from, the
integration of the two companies or as a result of the strength of
the economy and competitive factors in the areas where MVB and IFH
do business; certain restrictions during the pendency of the
proposed transaction that may impact the parties’ ability to pursue
certain business opportunities or strategic transactions; the
possibility that the transaction may be more expensive to complete
than anticipated, including as a result of unexpected factors or
events; diversion of management’s attention from ongoing business
operations and opportunities; the possibility that the parties may
be unable to achieve expected synergies and operating efficiencies
in the merger within the expected timeframes or at all and to
successfully integrate IFH’s operations and those of MVB; such
integration may be more difficult, time consuming or costly than
expected; revenues following the proposed transaction may be lower
than expected; IFH’s and MVB’s success in executing their
respective business plans and strategies and managing the risks
involved in the foregoing; the dilution caused by MVB’s issuance of
additional shares of its capital stock in connection with the
proposed transaction; effects of the announcement, pendency or
completion of the proposed transaction on the ability of IFH and
MVB to retain customers and retain and hire key personnel and
maintain relationships with their suppliers, and on their operating
results and businesses generally; risks related to the potential
impact of general economic, political and market factors on the
companies or the proposed transaction and other factors that may
affect future results of IFH and MVB; uncertainty as to the extent
of the duration, scope, and impacts of the COVID-19 pandemic and
the effects of inflation on IFH, MVB and the proposed transaction;
the impact of changing interest rates on IFH and MVB; and the other
factors discussed in the “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” sections of MVB’s Annual Report on Form 10‐K for the
year ended December 31, 2021, in the “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” sections of MVB’s Quarterly Report on Form
10‐Q for the quarter ended June 30, 2022, and in other reports MVB
files with the U.S. Securities and Exchange Commission (the
“SEC”).
Additional Information and Where to Find It
In connection with the proposed transaction, MVB will file a
registration statement on Form S‑4 with the SEC. The registration
statement will include a joint proxy statement of MVB and IFH,
which also constitutes a prospectus of MVB, that will be sent to
IFH’s and MVB’s shareholders seeking certain approvals related to
the proposed transaction.
The information contained herein does not constitute an offer to
sell or a 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. INVESTORS AND
SECURITY HOLDERS OF IFH AND MVB AND THEIR RESPECTIVE AFFILIATES ARE
URGED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT ON FORM
S-4, THE JOINT PROXY STATEMENT/PROSPECTUS TO BE INCLUDED WITHIN THE
REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
IFH, MVB AND THE PROPOSED TRANSACTION. Investors and security
holders will be able to obtain a free copy of the registration
statement, including the joint proxy statement/prospectus, as well
as other relevant documents filed by MVB with the SEC containing
information about IFH and MVB, without charge, at the SEC’s website
(http://www.sec.gov). In addition, copies of documents filed with
the SEC by MVB will be made available free of charge in the
“Investor Relations” section of MVB’s website,
https://www.mvbbanking.com, under the heading “SEC Filings;” and
investors may obtain free copies of the joint proxy
statement/prospectus (when available) by contacting IFH, 8450 Falls
of Neuse Road, Suite 202, Raleigh, NC 27615, telephone: (252)
482-4400.
Participants in Solicitation
IFH, MVB, and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction
under the rules of the SEC. Information regarding MVB’s directors
and executive officers is available in its definitive proxy
statement, which was filed with the SEC on April 7, 2022, and
certain other documents filed by MVB with the SEC. Other
information regarding the participants in the solicitation of
proxies in respect of the proposed transaction and a description of
their direct and indirect interests, by security holdings or
otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials to be filed with
the SEC. Free copies of these documents, when available, may be
obtained as described in the preceding paragraph.
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version on businesswire.com: https://www.businesswire.com/news/home/20220812005095/en/
MEDIA CONTACT Amy Baker VP, Corporate
Communications and Marketing MVB Bank abaker@mvbbanking.com (844)
682-2265
INVESTOR RELATIONS Marcie Lipscomb
mlipscomb@mvbbanking.com (844) 682-2265
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