The Community Financial Corporation (NASDAQ:TCFC), the holding
company for Community Bank of the Chesapeake, announced today that
County First Bank (OTCQB:CUMD) has received shareholder approval
for the merger of County First Bank with and into Community Bank of
the Chesapeake that was announced on July 31, 2017. The
Community Financial Corporation previously announced that it has
received all regulatory approvals to complete the transaction.
“We are very excited that our partnership with
County First Bank will become official soon,” stated William J.
Pasenelli, Chief Executive Officer of Community Bank of the
Chesapeake. “We look forward to a very smooth transition and
welcoming County First’s customers and employees at the beginning
of the New Year, and to enhancing Community Bank’s positioning in
the Southern Maryland markets.” Michael Middleton, Chairman of the
Board of The Community Financial Corporation and Community Bank of
the Chesapeake added, “This transaction permits us to acquire an
excellent franchise and customer base having low cost and stable
core deposits. We are indeed pleased with our collective efforts in
executing on this strategic opportunity.”
"We are pleased at the strong support displayed
by our shareholders for this transaction, with more than 80% of
outstanding shares voting in favor of the merger,” said Doug
Mitchell, President and Chief Executive Officer of County First
Bank. “We are confident that our customers will be equally pleased
once the combination is complete."
Founded in 1990, County First has deposits of
$208 million and loans of $149 million, as of September 30,
2017. County First operates two branches in Charles County,
two branches in St. Mary’s County and one branch in Calvert County.
When the transaction is consummated, Community Bank of the
Chesapeake will have approximately $1.6 billion in
assets.
The transaction is expected to close on January
2, 2018, and is subject to customary closing conditions.
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
over $1.3 billion. Through its main office in Waldorf, MD, 10
branch offices in Bryans Road, Dunkirk, Leonardtown, La Plata,
Charlotte Hall, Prince Frederick, Lusby, Waldorf and California,
Maryland and Fredericksburg, Virginia and with five dedicated
commercial lending centers, Community Bank of the Chesapeake offers
a broad range of financial products and services to individuals and
businesses. More information about Community Bank of the
Chesapeake can be found at www.cbtc.com.
ABOUT COUNTY FIRST BANK
County First Bank, founded in 1990 and
headquartered in La Plata, MD, is a full-service business and
retail banking institution. County First Bank serves the
community throughout Southern Maryland through its five branch
locations in La Plata, Waldorf, New Market, Prince Frederick and
California, MD. As of September 30, 2017, County First Bank total
assets were approximately $236 million. To learn more about
County First Bank, please visit www.countyfirstbank.com.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this
communication may not be based on historical facts and are
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
statements include, without limitation, those relating to The
Community Financial Corporation, Community Bank of the Chesapeake’s
and County First Bank’s future growth and management’s outlook or
expectations for revenue, assets, asset quality, profitability,
business prospects, net interest margin, non-interest revenue,
allowance for loan losses, the level of credit losses from lending,
liquidity levels, capital levels, or other future financial or
business performance strategies or expectations. These forward
looking statements may also include: management’s plan relating to
the transaction; the expected completion of the transaction; the
payment of any contingent cash consideration in the transaction;
any statements of the plans and objectives of management for future
operations, products or services, including the execution of
integration plans relating to the transaction; any statement of
expectation or belief; projections related to certain financial
metrics; and any statement of assumptions underlying the foregoing.
These forward-looking statements may be identified by reference to
a future period(s) or by the use of forward-looking terminology,
such as “anticipate,” “estimate,” “expect,” “foresee,” “may,”
“might,” “will,” “would,” “could” or “intend,” future or
conditional verb tenses, and variations or negatives of such
terms.
Forward-looking statements involve known and
unknown risks, uncertainties and other important factors that could
cause our actual results, performance or achievements to differ
materially from our expectations of future results, performance or
achievements, or industry results, expressed or implied by these
forward-looking statements.
In addition to factors previously disclosed in
The Community Financial Corporation’s reports filed with the
Securities and Exchange Commission including those we file with the
SEC, including in our Annual Report on Form 10-K for the year ended
December 31, 2016, and those identified elsewhere in this document,
the following factors among others, could cause actual results to
differ materially from forward-looking statements or historical
performance: changes in The Community Financial Corporation’s and
Community Bank of the Chesapeake’s operating or expansion strategy;
availability of and costs associated with obtaining adequate and
timely sources of liquidity; the ability to maintain credit
quality; the effects of future economic, business and market
conditions; weaker than anticipated market conditions in our
primary market areas; changes in interest rates; governmental
monetary and fiscal policies; changes in prices and values of real
estate; legislative and regulatory changes, including changes in
banking, securities and tax laws and regulations and their
application by our regulators, including changes in the cost and
scope of FDIC insurance; the failure of assumptions regarding the
levels of non-performing assets and the adequacy of the allowance
for loan losses; possible adverse rulings, judgments, settlements
and other outcomes of pending litigation; the ability of Community
Bank of the Chesapeake and County First Bank to collect amounts due
under loan agreements; changes in consumer preferences; liquidity
risks through an inability to raise funds through deposits,
borrowings or other sources, or to maintain sufficient liquidity at
the Company separate from Community Bank of the Chesapeake's
liquidity; volatility in the capital and credit markets;
effectiveness of Community Bank of the Chesapeake’s interest rate
risk management strategies; the ability to obtain regulatory
approvals and meet other closing conditions to the transaction,
including approval by County First Bank’s shareholders on the
expected terms and schedule; delay in closing the transaction;
difficulties and delays in integrating County First Bank’s business
or fully realizing cost savings and other benefits of the
transaction in the expected timeframes, if at all; business
disruption following the transaction; inflation; customer
acceptance of Community Bank of the Chesapeake’s products and
services; customer borrowing, repayment, investment and deposit
practices; customer disintermediation; and the introduction,
withdrawal, success and timing of business initiatives.
You are cautioned not to place undue reliance on
the forward-looking statements contained in this document in that
actual results could differ materially from those indicated in such
forward-looking statements, due to a variety of factors. Any
forward-looking statement speaks only as of the date of this
Report, and we undertake no obligation to update these
forward-looking statements to reflect events or circumstances that
occur after the date of this Report. Forward-looking statements
regarding the transaction are based upon currently available
information.
Annualized, pro forma, projected and estimated
numbers are used for illustrative purpose only, are not forecasts,
and may not reflect actual results.
Contacts:
Name: William J. PasenelliTitle: Chief Executive
OfficerCommunity Bank of the ChesapeakePhone: 240-427-1033Email:
wpasenelli@cbtc.com
Name: Douglas T. MitchellTitle: President
& Chief Executive OfficerCounty First BankPhone: (240)
523-2131Email: dmitchell@countyfirstbank.com
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