MVB Financial Corp. (Nasdaq: MVBF) (“MVB” or “MVB Financial”)
and Integrated Financial Holdings, Inc. (OTCQX: IFHI) (“IFHI”),
jointly announced today that each has received shareholder approval
of the Agreement and Plan of Merger and Reorganization, dated as of
August 12, 2022 (the “Merger Agreement”), by and between MVB and
IFHI, and the transactions contemplated thereby, including the
merger of IFHI with and into MVB, with MVB as the surviving
company. The merger, which was announced on August 12, 2022, is
expected to close in the first quarter of 2023, subject to
satisfaction of customary closing conditions and receipt of
necessary regulatory approvals.
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“We are pleased that our shareholders recognize the opportunity
this merger achieves, as this is an example of how at MVB we strive
to create value for our shareholders. Together we become a national
leader in government guaranteed lending, specifically SBA and USDA
lending. Both strong companies on our own and even better together,
IFH and MVB have an excellent cultural fit and shared strategic
focus,” said Larry F. Mazza, CEO, MVB Financial.
“We appreciate the vote of confidence from our shareholders in
our strategic combination with MVB,” said Marc McConnell, Chairman,
President and CEO of IFHI. “As a combined entity, we believe we
will be in an even stronger position to deliver value to our
shareholders and to continue our focus on becoming an industry
leader in government guaranteed lending.”
About MVB Financial Corp.
MVB Financial Corp. (“MVB Financial” or “MVB”), the innovative
financial holding company of MVB Bank, Inc., is publicly traded on
The Nasdaq Capital Market® under the ticker “MVBF.” Through its
subsidiary, MVB Bank, Inc., (“MVB Bank”) and the bank’s
subsidiaries, MVB provides services to individuals and corporate
clients in the Mid-Atlantic region, as well as to Fintech, Payment
and Gaming clients throughout the United States. For more
information about MVB, please visit ir.mvbbanking.com.
About Integrated Financial Holdings, Inc.
Integrated Financial Holdings, Inc., is a financial holding
company based in Raleigh, N.C. IFHI is the holding company for West
Town Bank & Trust, an Ill. state-chartered bank. West Town Bank
& Trust provides banking services through its full-service
office located in the greater Chicago area. IFHI is also the parent
company of Windsor Advantage, LLC, a loan service provider that
offers community banks and credit unions a comprehensive outsourced
U.S. Small Business Association (“SBA”) 7(a) and U.S. Department of
Agriculture (“USDA”) lending platform. IFHI is registered with and
supervised by the Federal Reserve. West Town Bank & Trust’s
primary regulators are the Illinois Department of Financial and
Professional Regulation and the FDIC. For more information, visit
https://ifhinc.com/.
Forward-looking Statements
This press 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 IFHI’s beliefs, goals, intentions, and
expectations regarding the proposed transaction; 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 IFHI 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 IFHI. Such
statements are based upon the current beliefs and expectations of
the management of MVB and IFHI 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 Merger
Agreement between MVB and IFHI; the outcome of any legal
proceedings that may be instituted against MVB or IFHI; the
possibility that the proposed transaction will not close when
expected or at all because required regulatory 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 impact on the
transaction of the passing of Eric Bergevin, IFHI’s former
President and Chief Executive Officer; the ability of MVB and IFHI
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 IFHI
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; the 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 IFHI’s operations and those of MVB;
that such integration may be more difficult, time consuming or
costly than expected; revenues following the proposed transaction
may be lower than expected; IFHI’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 IFHI and MVB to retain customers and retain and hire key
personnel and maintain relationships with their vendors or
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
IFHI and MVB; uncertainty as to the extent of the duration, scope,
and impacts of the COVID-19 pandemic and the effects of inflation
on IFHI, MVB and the proposed transaction; the impact of changing
interest rates on IFHI 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 September 30,
2022, and in other reports MVB files with the SEC.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230126005928/en/
MVB Financial Corp. Donald T. Robinson, President and
Chief Financial Officer (304) 598-3500 drobinson@mvbbanking.com
Amy Baker, VP, Corporate Communications and Marketing (844)
682-2265 abaker@mvbbanking.com
Integrated Financial Holdings, Inc Steven E. Crouse,
Executive Vice President and Chief Financial Officer (919) 861-8018
steve@ifhinc.com
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