WALDORF, Md. (Jan. 02, 2018)—The Community Financial Corporation (NASDAQ:TCFC), the holding company for Community Bank of the Chesapeake, today announced that effective January 1, 2018, it has completed its acquisition of County First Bank (County First).
Upon completion of the merger, the former County First Bank shareholders became entitled to receive 0.9543 shares of The Community Financial Corporation common stock and $2.20 in cash for each share of County First Bank common stock they held. The $2.20 of cash consideration includes the $1.00 per share in fixed cash consideration, plus an additional $1.20 per share of cash that represents, on a per share basis, the value of certain County First assets that were resolved prior to closing, which $1.20 amount was originally referred to as the "contingent cash consideration".
"We are very excited that our partnership with County First Bank has come to fruition," stated William J. Pasenelli, Chief Executive Officer of Community Bank of the Chesapeake. "We welcome County First's customers, shareholders and employees to the Community Bank family and the strength our combined presence brings to the Southern Maryland markets." Michael Middleton, Chairman of the Board of The Community Financial Corporation and Community Bank of the Chesapeake added, "We are extremely pleased with this transaction, the addition of a loyal County First customer base and bringing Community Bank of the Chesapeake another source of low cost and stable core deposits. We are also very pleased to welcome E. Lawrence Sanders, III to the boards of directors of The Community Financial Corporation and Community Bank of the Chesapeake."
Keefe, Bruyette & Woods, Inc. and RP Financial LC. acted as financial advisors to The Community Financial Corporation. Kilpatrick, Townsend & Stockton LLP served as legal counsel to The Community Financial Corporation. Boenning & Scattergood, Inc. acted as financial advisor to County First Bank. Hunton & Williams LLP served as legal counsel to County First Bank.
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 $1.6 billion. 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. The Company's banking centers are located at its main office in Waldorf, Maryland, and branch offices in Waldorf, Bryans Road, Dunkirk, Leonardtown, La Plata, Charlotte Hall, Prince Frederick, Lusby and California, Maryland; and downtown Fredericksburg, Virginia. More information about Community Bank of the Chesapeake can be found at www.cbtc.com.