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SB Financial Group and Marblehead Bancorp Announce Agreement to Merge

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SB Financial Group (NASDAQ: SBFG) and Marblehead Bancorp have announced a merger agreement, unanimously approved by both companies' boards. Marblehead shareholders will receive $196.31 in cash per share, valuing the transaction at approximately $5.0 million. This merger will add two full-service branches and one -service branch to State Bank's footprint, expanding its presence in Northwest Ohio and Ottawa County.

The combined entity will have total assets of about $1.4 billion, net loans of $1.1 billion, and deposits of $1.2 billion, based on June 30, 2024 data. The transaction is expected to close in the fourth quarter of 2024, subject to regulatory and Marblehead Bancorp shareholder approvals. This strategic move aligns with SB Financial's goal of investing in areas where it can best serve customers and strengthens its position in the region.

SB Financial Group (NASDAQ: SBFG) e Marblehead Bancorp hanno annunciato un accordo di fusione, approvato all'unanimità dai consigli di amministrazione di entrambe le aziende. Gli azionisti di Marblehead riceveranno $196,31 in contanti per azione, dando un valore alla transazione di circa $5,0 milioni. Questa fusione aggiungerà due filiali a servizio completo e una filiale -servizio alla rete di State Bank, espandendo la sua presenza nel Nord-Ovest dell'Ohio e nella contea di Ottawa.

L'entità combinata avrà attivi totali di circa $1,4 miliardi, prestiti netti di $1,1 miliardi e depositi di $1,2 miliardi, basati sui dati del 30 giugno 2024. Si prevede che la transazione si concluda nel quarto trimestre del 2024, soggetta all'approvazione normativa e all'approvazione degli azionisti di Marblehead Bancorp. Questa mossa strategica si allinea con l'obiettivo di SB Financial di investire in aree in cui può servire al meglio i clienti e rafforza la sua posizione nella regione.

SB Financial Group (NASDAQ: SBFG) y Marblehead Bancorp han anunciado un acuerdo de fusión, aprobado por unanimidad por las juntas directivas de ambas empresas. Los accionistas de Marblehead recibirán $196.31 en efectivo por acción, valuando la transacción en aproximadamente $5.0 millones. Esta fusión añadirá dos sucursales de servicio completo y una sucursal -servicio a la huella del State Bank, expandiendo su presencia en el Noroeste de Ohio y el Condado de Ottawa.

La entidad combinada tendrá activos totales de aproximadamente $1.4 mil millones, préstamos netos de $1.1 mil millones y depósitos de $1.2 mil millones, basados en datos del 30 de junio de 2024. Se espera que la transacción se cierre en el cuarto trimestre de 2024, sujeto a la aprobación regulatoria y a la aprobación de los accionistas de Marblehead Bancorp. Este movimiento estratégico se alinea con el objetivo de SB Financial de invertir en áreas donde pueda servir mejor a los clientes y fortalece su posición en la región.

SB Financial Group (NASDAQ: SBFG)과 Marblehead Bancorp가 양사 이사회의 만장일치로 승인된 합병 계약을 발표했습니다. Marblehead 주주들은 주당 $196.31의 현금을 받게 되며, 이번 거래의 가치는 약 $5.0 백만에 달합니다. 이번 합병으로 State Bank의 네트워크에 두 개의 서비스 전담 지점과 하나의 서비스 지점이 추가되어 오하이오 북서부와 오타와 카운티에서의 입지가 확대됩니다.

결합된 실체의 총 자산은 약 $1.4 billion, 순 대출은 $1.1 billion, 예금은 $1.2 billion에 이를 것으로 보이며, 이는 2024년 6월 30일 기준 데이터입니다. 이번 거래는 2024년 4분기에 마무리될 것으로 예상되며, 규제 기관의 승인과 Marblehead Bancorp 주주들의 승인을 받아야 합니다. 이 전략적 결정은 SB Financial의 고객에게 최상의 서비스를 제공할 수 있는 지역에 투자하겠다는 목표와 일치하며, 해당 지역에서의 입지를 강화합니다.

SB Financial Group (NASDAQ: SBFG) et Marblehead Bancorp ont annoncé un accord de fusion, approuvé à l'unanimité par les conseils d'administration des deux entreprises. Les actionnaires de Marblehead recevront 196,31 $ en espèces par action, ce qui évalue la transaction à environ 5,0 millions $. Cette fusion ajoutera deux agences à service complet et une agence -service au réseau de State Bank, élargissant sa présence dans le Nord-Ouest de l'Ohio et le comté d'Ottawa.

L'entité combinée disposera d'un actif total d'environ 1,4 milliard $, de prêts nets de 1,1 milliard $ et de dépôts de 1,2 milliard $, selon les données du 30 juin 2024. La transaction devrait se clôturer au quatrième trimestre de 2024, sous réserve des approbations réglementaires et des actionnaires de Marblehead Bancorp. Ce mouvement stratégique s'aligne avec l'objectif de SB Financial d'investir dans des domaines où elle peut mieux servir ses clients et renforce sa position dans la région.

Die SB Financial Group (NASDAQ: SBFG) und die Marblehead Bancorp haben eine Fusionsvereinbarung bekannt gegeben, die einstimmig von den Vorständen beider Unternehmen genehmigt wurde. Die Aktionäre von Marblehead erhalten $196,31 in bar pro Aktie, was die Transaktion auf etwa $5,0 Millionen bewertet. Diese Fusion wird zwei vollwertige Filialen und eine -dienstliche Filiale zum Netzwerk der State Bank hinzufügen und deren Präsenz im Nordwesten von Ohio und im Ottawa County erweitern.

Das kombinierte Unternehmen wird über Gesamtkapital von etwa $1,4 Milliarden, Nettokredite von $1,1 Milliarden und Einlagen von $1,2 Milliarden verfügen, basierend auf Daten zum 30. Juni 2024. Der Abschluss der Transaktion wird im vierten Quartal 2024 erwartet, vorbehaltlich der Genehmigungen durch die Aufsichtsbehörden sowie der Aktionäre der Marblehead Bancorp. Dieser strategische Schritt entspricht dem Ziel von SB Financial, in Bereichen zu investieren, in denen sie die Kunden bestmöglich bedienen kann, und stärkt ihre Position in der Region.

Positive
  • Acquisition expands SB Financial's presence in Northwest Ohio and Ottawa County
  • Transaction valued at approximately $5.0 million
  • Combined entity will have total assets of $1.4 billion, net loans of $1.1 billion, and deposits of $1.2 billion
  • Adds two full-service branches and one -service branch to State Bank's footprint
  • Aligns with SB Financial's strategic goal of investing in areas to better serve customers
Negative
  • Cash payment of $196.31 per share to Marblehead shareholders may impact SB Financial's cash reserves

Insights

This merger between SB Financial Group and Marblehead Bancorp is a strategic move that will strengthen State Bank's position in Northwest Ohio. The $5.0 million all-cash transaction values Marblehead Bancorp shares at $196.31 each, providing immediate value to Marblehead shareholders. For SB Financial, this acquisition expands their footprint into Ottawa County, adding two full-service branches and one -service branch.

Post-merger, the combined entity will have assets of approximately $1.4 billion, net loans of $1.1 billion and deposits of $1.2 billion. This expansion aligns with SB Financial's strategic goal of investing in areas where they can best serve customers. However, investors should note that while this merger strengthens SB Financial's market position, its relatively small size may limit the immediate financial impact on the acquiring company.

This merger reflects a broader trend of consolidation in the community banking sector, driven by increased regulatory pressures and the need for economies of scale. By absorbing Marblehead Bank, State Bank gains instant market access in Ottawa County, potentially accelerating growth without the costs and uncertainties of organic expansion.

The transaction's all-cash nature suggests SB Financial's confidence in its liquidity position and the deal's strategic fit. However, investors should consider the integration risks inherent in any merger, including potential customer attrition and cultural alignment challenges. The success of this merger will largely depend on State Bank's ability to retain Marblehead's customers and effectively cross-sell its broader range of products and services in the new market.

From a legal perspective, this merger agreement appears straightforward, with both boards unanimously approving the transaction. However, it's important to note that the deal is still subject to regulatory approvals and Marblehead Bancorp shareholder approval. While community bank mergers typically face less scrutiny than larger institutions, there's always a possibility of regulatory hurdles or shareholder dissent.

The involvement of reputable legal counsel (Vorys, Sater, Seymour and Pease LLP for SB Financial and Shumaker, Loop & Kendrick, LLP for Marblehead) suggests thorough due diligence. The fairness opinion provided by Janney Montgomery Scott adds another layer of assurance for Marblehead shareholders. Investors should monitor the approval process closely, as any delays or complications could impact the expected fourth quarter 2024 completion timeline.

State Bank and Trust Company expands footprint to Ottawa County, Ohio

DEFIANCE, Ohio and MARBLEHEAD, Ohio, Aug. 14, 2024 (GLOBE NEWSWIRE) -- SB Financial Group, Inc. (NASDAQ: SBFG) (“SB Financial”), parent company of The State Bank and Trust Company (“State Bank”), and Marblehead Bancorp (“Marblehead”), parent company of The Marblehead Bank (“Marblehead Bank”), today jointly announced entry into a definitive agreement pursuant to which Marblehead will be combined with SB Financial and Marblehead Bank will merge with and into State Bank. The merger agreement was unanimously approved by the Boards of Directors of both bank holding companies and their subsidiary banks.

Under the terms of the merger agreement, shareholders of Marblehead Bancorp will receive $196.31 in cash in exchange for each share of Marblehead Bancorp common stock for a transaction valued in aggregate at approximately $5.0 million.   

When finalized, the merger will add two full-service branches and one limited-service branch to State Bank’s branch footprint, strengthening State Bank’s position in the Northwest Ohio region and expanding State Bank’s presence into the Marblehead, Ohio and Ottawa County, Ohio communities. The merger with Marblehead Bancorp aligns with SB Financial’s strategic goal of investing where it can best serve its customers, and these new communities are part of that commitment.

“We’re very excited to welcome the employees and customers of Marblehead Bank to the State Bank family,” said SB Financial Chairman, President and CEO, Mark Klein. “Both banks share a rich past, a strong brand and are deeply committed to their employees, their customers, and the communities they serve. As a community bank, we also share similar values. This cultural alignment is the foundation each has embraced for well over a century to develop authentic and meaningful relationships with each of our stakeholders. We are excited to include the Marblehead Bank staff, clients and community in our journey to build one of America’s great community banks.”

Deborah Stephens, Marblehead Bank Interim President added, “This transaction is beneficial to the shareholders, customers, and communities served by Marblehead Bank. We have great admiration and respect for the State Bank team, and we believe this merger is a great outcome for our shareholders and positions our employees and customers for continued success. We are proud of what we have built here at Marblehead Bank and are confident that our customers will continue to receive the community banking experience they have come to know in banking with us, while enjoying access to additional products and services that a larger community bank like State Bank can offer. Both organizations are highly respected in their local markets, and we have confidence everyone involved will continue to be in great hands.”

Pending regulatory and Marblehead Bancorp shareholder approvals, SB Financial intends to complete the transaction in the fourth quarter of 2024. After completion of the merger, based on financial data as of June 30, 2024, the combined company would have total assets of approximately $1.4 billion, total net loans of approximately $1.1 billion and total deposits of approximately $1.2 billion.   For over 120 years State Bank has been committed to the success of the communities in which it operates. That commitment will extend to the existing Marblehead Bank offices and surrounding communities that Marblehead Bank has served since 1907.

Vorys, Sater, Seymour and Pease LLP is serving as legal counsel to SB Financial. Janney Montgomery Scott is serving as financial advisor to Marblehead Bancorp and provided a fairness opinion to its Board of Directors. Shumaker, Loop & Kendrick, LLP is serving as Marblehead Bancorp’s legal counsel.

About SB Financial Group, Inc.

Headquartered in Defiance, Ohio, SB Financial Group is a diversified financial services holding company for The State Bank and Trust Company (State Bank) and SBFG Title, LLC dba Peak Title (Peak Title). State Bank provides a full range of financial services for consumers and small businesses, including wealth management, private client services, mortgage banking and commercial and agricultural lending, operating through a total of 23 offices: 22 in nine Ohio counties and one in Fort Wayne, Indiana, and 23 ATMs. State Bank has six loan production offices located throughout the Tri-State region of Ohio, Indiana and Michigan. Peak Title provides title insurance and title opinions throughout the Tri-State region. SB Financial Group’s common stock is listed on the NASDAQ Capital Market with the ticker symbol “SBFG”.

About Marblehead Bancorp

Headquartered in Marblehead, Ohio, Marblehead Bancorp is the holding company for The Marblehead Bank. Established in March 1907, The Marblehead Bank was founded to provide local banking services to the residents of the Village of Marblehead, Danbury Township, and nearby communities located on the central shores and islands of Lake Erie. It remains the only brick and mortar bank on the Marblehead Peninsula, operating two full-service bank branch offices and one limited-service office. As a full-service community bank, the company provides ease of use and excellent service in the Marblehead Peninsula area and beyond. Learn more about The Marblehead Bank at www.marbleheadbank.com.

Forward-Looking Statements

Certain statements within this press release, which are not statements of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties, and actual results may differ materially from those predicted by the forward-looking statements. As a result, readers should not place undue reliance on such forward-looking statements, which speak only as of the date made. These forward-looking statements are based on current plans and expectations, which are subject to a number of risk factors and uncertainties that could cause future results to differ materially from historical performance or future expectations. These differences may be the result of various factors, including, among others: (1) failure of the shareholders of Marblehead Bancorp to approve the merger agreement; (2) failure to obtain governmental approvals for the merger; (3) failure of the parties to satisfy the other closing conditions in the merger agreement in a timely manner or at all; (4) disruptions to the parties' businesses as a result of the announcement and pendency of the merger; (5) costs or difficulties related to the integration of the business following the proposed merger; (6) the risk that the anticipated benefits, cost savings and any other savings from the transaction may not be fully realized or may take longer than expected to realize; (7) changes in general business, industry or economic conditions or competition; (8) changes in any applicable law, rule, regulation, policy, guideline or practice governing or affecting financial holding companies and their subsidiaries or with respect to tax or accounting principles or otherwise; (9) adverse changes or conditions in the capital and financial markets; (10) changes in interest rates or credit availability; (11) changes in the quality or composition of loan and investment portfolios; (12) adequacy of loan loss reserves and changes in loan default and charge-off rates; (13) increased competition and its effect on pricing, spending, third-party relationships and revenues; (14) loss of certain key officers; (15) continued relationships with major customers; (16) deposit attrition, necessitating increased borrowings to fund loans and investments; (17) rapidly changing technology; (18) unanticipated regulatory or judicial proceedings and liabilities and other costs; (19) changes in the cost of funds, demand for loan products or demand for financial services; and (20) other economic, competitive, governmental or technological factors affecting operations, markets, products, services and prices.

The foregoing list should not be construed as exhaustive, and SB Financial and Marblehead Bancorp undertake no obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events or circumstances, except as required by law.

Additional Information About the Transaction

In connection with the proposed transaction, Marblehead Bancorp will distribute a proxy statement to its shareholders in connection with a special meeting of shareholders to be called and held for the purposes of voting on approval of the transaction and related matters.

BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS REGARDING THE PROPOSED TRANSACTION, MARBLEHEAD BANCORP’S SHAREHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND ITS EXHIBITS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MARBLEHEAD BANCORP AND THE PROPOSED TRANSACTION.

Copies of the proxy statement will be mailed to all shareholders prior to the special meeting. Shareholders and investors may obtain additional free copies of the proxy statement when it becomes available by directing a request by telephone, (419) 798-4471 or mail to Marblehead Bancorp, 709 West Main Street, Marblehead, Ohio 43440.

Marblehead Bancorp and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Marblehead Bancorp in connection with the special meeting of shareholders. Information about the directors and executive officers of Marblehead Bancorp will appear in its proxy statement. Additional information regarding the interests of these participants and other persons who may be deemed participants in the proxy solicitation may be obtained by reading the proxy statement for the special meeting of shareholders when it becomes available.

Contacts:

Mark A. Klein,
Chairman, President and Chief Executive Officer
SB Financial Group, Inc.
Mark.Klein@YourStateBank.com or (419) 783-8920

Deborah K Stephens
Interim President
The Marblehead Bank
Deborah.Stephens@MarbleheadBank.com or (419) 798-4471


FAQ

What is the value of the merger between SB Financial Group (SBFG) and Marblehead Bancorp?

The merger transaction between SB Financial Group (SBFG) and Marblehead Bancorp is valued at approximately $5.0 million.

How many branches will SB Financial Group (SBFG) gain from the Marblehead Bancorp merger?

SB Financial Group (SBFG) will gain two full-service branches and one -service branch from the merger with Marblehead Bancorp.

When is the SB Financial Group (SBFG) and Marblehead Bancorp merger expected to close?

The merger between SB Financial Group (SBFG) and Marblehead Bancorp is expected to close in the fourth quarter of 2024, subject to regulatory and shareholder approvals.

What will be the total assets of the combined SB Financial Group (SBFG) and Marblehead Bancorp entity?

Based on financial data as of June 30, 2024, the combined entity of SB Financial Group (SBFG) and Marblehead Bancorp will have total assets of approximately $1.4 billion.

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