EASTON, Md. and WALDORF, Md., March 7,
2023 /PRNewswire/ -- Shore Bancshares, Inc. (NASDAQ:
SHBI) ("Shore"), the holding company of Shore United Bank, N.A.,
and The Community Financial Corporation (NASDAQ: TCFC) ("TCFC"),
the holding company of Community Bank of the Chesapeake, announced today that they received
the required regulatory approvals from the Office of the
Comptroller of the Currency and the Maryland Office of the
Commissioner of Financial Regulation for Community Bank of the
Chesapeake to be merged with and
into Shore United Bank, N.A. on the terms and subject to the
conditions of the Agreement and Plan of Merger, dated as of
December 14, 2022, by and between
Shore and TCFC. In addition, the Board of Governors of the Federal
Reserve System granted Shore and TCFC a waiver of its merger
application requirements. The consummation of the merger remains
subject to the approval by Shore's shareholders of the merger and
the issuance of shares of Shore's common stock in connection with
the merger, the approval by TCFC's shareholders of the merger and
the satisfaction of other closing conditions. SHBI and TCFC expect
that the merger transaction will close on or about July 1, 2023.
About Shore Bancshares, Inc.
Shore Bancshares, Inc. is the largest independent financial
holding company headquartered on the Eastern Shore of Maryland, with assets of approximately
$3.5 billion as of December 31, 2022. It is the parent company of
Shore United Bank, N.A. Shore United Bank, N.A. operates 31
full-service branches, 32 ATMs, 5 loan production offices, and
provides a full range of commercial and consumer banking products
and services to individuals, businesses, and other organizations in
Anne Arundel County, Baltimore County, Caroline County, Dorchester County, Howard County, Kent
County, Queen Anne's
County, Talbot County and
Worcester County in Maryland, Kent
County and Sussex County in
Delaware and in Accomack County, Virginia. The Company engages
in trust and wealth management services through Wye
Financial Partners, a division of Shore United Bank, N.A.
About The Community Financial Corporation
Headquartered in Waldorf, MD,
The Community Financial Corporation is the bank holding company for
Community Bank of the Chesapeake,
a full-service commercial bank with assets of approximately
$2.4 billion as of December 31, 2022. Through its branch offices and
commercial lending centers, Community Bank of the Chesapeake offers a broad range of financial
products and services to individuals and businesses. TCFC's
branches are located at its main office in Waldorf, Maryland, and branch offices in
Bryans Road, Dunkirk, Leonardtown, La
Plata, Charlotte Hall,
Prince Frederick, Lusby and California, Maryland; and Fredericksburg - Downtown and Fredericksburg - Harrison Crossing,
Virginia. More information about
Community Bank of the Chesapeake
can be found at www.cbtc.com.
FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995
regarding the financial condition, results of operations, business
plans and the future performance of Shore and TCFC. Words such as
"anticipates," "believes," "estimates," "expects," "forecasts,"
"intends," "plans," "projects," "could," "may," "should," "will" or
other similar words and expressions are intended to identify these
forward-looking statements. These forward-looking statements are
based on Shore's and TCFC's current expectations and assumptions
regarding Shore's and TCFC's businesses, the economy, and other
future conditions. Because forward-looking statements relate to
future results and occurrences, they are subject to inherent
uncertainties, risks, and changes in circumstances that are
difficult to predict. Any number of risks, uncertainties, or other
factors such as the COVID 19 pandemic could affect Shore's or
TCFC's future financial results and performance and could cause
actual results or performance to differ materially from anticipated
results or performance. Such risks and uncertainties include, among
others: 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 agreement and plan of merger between Shore
and TCFC; the outcome of any legal proceedings that may be
instituted against Shore or TCFC; delays in completing the proposed
transaction; the failure to obtain necessary shareholder approvals,
or to satisfy any of the other conditions to the proposed
transaction on a timely basis or at all, including the ability of
Shore and TCFC to meet expectations regarding the timing,
completion and accounting and tax treatments of the proposed
transaction; the possibility that the anticipated benefits of the
proposed transaction are not 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 Shore and
TCFC do business; the possibility that the proposed transaction may
be more expensive to complete than anticipated, including as a
result of unexpected factors or events; the possibility that
revenues following the proposed transaction may be lower than
expected; the impact of certain restrictions during the pendency of
the proposed transaction on the parties' ability to pursue certain
business opportunities and strategic transactions; diversion of
management's attention from ongoing business operations and
opportunities; potential adverse reactions or changes to business
or employee relationships, including those resulting from the
announcement or completion of the proposed transaction; the ability
to complete the proposed transaction and integration of Shore and
TCFC successfully; the dilution caused by Shore's issuance of
additional shares of its capital stock in connection with the
proposed transaction; and the potential impact of general economic,
political or market factors on the companies or the proposed
transaction and other factors that may affect future results of
Shore or TCFC. Except to the extent required by applicable law or
regulation, each of Shore and TCFC disclaims any obligation to
update such factors or to publicly announce the results of any
revisions to any of the forward-looking statements included herein
to reflect future events or developments. Further information
regarding Shore, TCFC and factors which could affect the
forward-looking statements contained herein can be found in Shore's
Annual Report on Form 10-K for the fiscal year ended December 31, 2021, its Quarterly Reports on Form
10-Q for the periods ended March 31,
2022, June 30, 2022 and
September 30, 2022, and its other
filings with the SEC, and in TCFC's Annual Report on Form 10-K for
the fiscal year ended December 31,
2022, and its other filings with the Securities and Exchange
Commission ("SEC"). SEC filings are available free of charge on the
SEC's website at www.sec.gov.
Additional Information About the Merger and Where to Find
It
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval with respect to the proposed transaction.
In connection with the proposed transaction, a registration
statement on Form S-4 will be filed with the SEC that will include
a joint proxy statement of TCFC and Shore and a prospectus of
Shore, which will be distributed to the shareholders of TCFC and
Shore in connection with their votes on the merger of TCFC with and
into Shore and the issuance of Shore common stock in the proposed
transaction. INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ
THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS
WHEN THEY BECOME AVAILABLE (AND ANY OTHER DOCUMENTS FILED WITH THE
SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY
REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH
DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED
MERGER AND RELATED MATTERS. Investors and security holders will be
able to obtain these documents, and any other documents Shore and
TCFC have filed with the SEC, free of charge at the SEC's
website, www.sec.gov, or by accessing Shore's website
at www.shorebancshares.com under the "Investor Relations"
link and then under the heading "Documents," or by accessing TCFC's
website at https://www.cbtc.com/about/investor-relations/. In
addition, documents filed with the SEC by Shore or TCFC will be
available free of charge by (1) writing Shore at 18 East Dover
Street, Easton, MD 21601,
Attention: Vance W. Adkins, or (2)
writing TCFC at 3035 Leonardtown Road, Waldorf, MD 20601, Attention: Todd Capitani.
Participants in the Solicitation
The directors, executive officers and certain other members of
management and employees of Shore may be deemed to be participants
in the solicitation of proxies from the shareholders of Shore in
connection with the proposed transaction. Information about Shore's
directors and executive officers is included in the proxy statement
for its 2022 annual meeting of Shore's shareholders, which was
filed with the SEC on April 11,
2022.
The directors, executive officers and certain other members of
management and employees of TCFC may also be deemed to be
participants in the solicitation of proxies in connection with the
proposed transaction from the shareholders of TCFC. Information
about the directors and executive officers of TCFC is included in
the proxy statement for its 2022 annual meeting of TCFC
shareholders, which was filed with the SEC on April 14, 2022.
Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the joint proxy
statement/prospectus regarding the proposed transaction when it
becomes available. Free copies of this document may be obtained as
described above.
View original
content:https://www.prnewswire.com/news-releases/shore-bancshares-inc-and-the-community-financial-corporation-announce-receipt-of-regulatory-approval-for-merger-of-equals-301765103.html
SOURCE Shore Bancshares, Inc.; The Community Financial
Corporation