MVB Financial Corp. (Nasdaq: MVBF) (“MVB” or “MVB Financial”)
and Integrated Financial Holdings, Inc. (OTCQX: IFHI) (“IFHI”),
announced today that they have mutually agreed to terminate their
previously announced merger agreement dated August 12, 2022.
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Termination of the merger agreement was approved by the Board of
Directors for each company primarily due to changing market
conditions that have pressured bank industry stock prices and also
due to understandable delays in regulatory processes. Termination
of the merger agreement does not result in fees to either
company.
“Due primarily to the changes that have occurred in the banking
industry since the announcement of the transaction, the termination
of the merger agreement with IFHI is the right decision at this
time for the shareholders of both companies,” said Larry F. Mazza,
CEO, MVB Financial. “MVB will continue our working relationship
with Windsor Advantage, IFHI’s wholly owned subsidiary providing
comprehensive SBA 7(a) and USDA lending services to community
banks. MVB’s diversified business model keeps our balance sheet
strong through changing marketing conditions.”
“As with many things, timing plays a crucial factor in business
combinations,” said Marc McConnell, Chairman, President and CEO of
IFHI. “The last 90-120 days have certainly demonstrated the
interconnectedness of our financial system and the dynamic
environment in which banks operate. We have appreciated the
relationships that we have developed with the MVB team and expect
we will continue to do business together. During the pendency of
the merger, we have right-sized IFHI in a number of respects, and
with our strong capital base and improving efficiency, we believe
that IFHI is well-positioned to proceed as an independent
company.”
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 Illinois 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,
including with respect to statements regarding the termination of
the proposed merger; statements regarding MVB’s and IFHI’s beliefs,
goals, intentions, and expectations regarding their respective
future performance following termination of the merger and the
parties future relationship; 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.
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 risk that
any announcements relating to the termination of the merger
agreement could have adverse effects on the market prices of MVB’s
and IFHI’s common stock; the risk that the termination of the
merger agreement and its announcement could have an adverse effect
on the ability of MVB and IFHI to retain customers and retain and
hire key personnel and maintain relationships with their suppliers
and customers and on their operating results and businesses
generally; significant transaction costs from the terminated
merger; unknown liabilities; the risk of litigation and/or
regulatory actions related to the merger or the termination of the
merger agreement; potential changes to strategy as a result of the
termination of the merger agreement; reputational risk and
potential adverse reactions of MVB’s and/or IFHI’s customers,
suppliers, employees or other business partners, including those
resulting from the termination of the merger agreement; the outcome
of any legal proceedings that may be instituted against MVB or IFHI
regarding the merger or the termination thereof; the diversion of
management’s attention from ongoing business operations and
opportunities; IFHI’s and MVB’s success in executing their
respective business plans and strategies and managing the risks
involved in the foregoing; risks related to the potential impact of
general economic, political and market factors on the companies 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 and MVB;
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, 2022, and in other reports MVB files with
the SEC.
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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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