EASTON,
Md., July 3, 2023 /PRNewswire/ -- Shore
Bancshares, Inc. (NASDAQ: SHBI) ("SHBI"), the financial holding
company of Shore United Bank, N.A. ("Shore United"), and The
Community Financial Corporation ("TCFC"), the bank holding company
of Community Bank of the Chesapeake ("CBC"), announced today the
closing of their previously announced merger of equals, combining
the two premier banks to create one of Maryland's top community banks.
Lloyd L. "Scott" Beatty, Jr., former President and Chief
Executive Officer of SHBI, commented, "Bringing together two of
Maryland's leading community banks
is a historic achievement and holds enormous potential to benefit
our customers and the communities we serve, as well as to drive
shareholder value and our company's long-term growth. I'm
especially proud of our organizations' management teams whose hard
work, perseverance, and truly collaborative spirit made this
combination of like-minded banks possible."
"We have great respect for Scott, his management team and the
significant organic and strategic growth built through his tenure,"
said James M. Burke, President and
Chief Executive Officer of the combined company. "I am proud to
succeed Scott and to lead the combined management team. We have a
tremendous opportunity to deliver enhanced shareholder returns by
building upon our combined bank's commitment to the success
and prosperity of all our stakeholders. We will execute a business
strategy with a focus on delivering exceptional customer service
and increasing shareholder value while continuing to honor our
community values."
The combined organization has approximately $6.0 billion in assets with
approximately $4.5 billion in loans and $5.1 billion in deposits throughout its
operations through locations spanning Maryland, Virginia and Delaware. All branches of the combined company
will operate under the Shore United banner once the integration is
completed. SHBI's and Shore United's corporate headquarters remain
in Easton, Maryland. The combined
company will trade under SHBI's ticker symbol (SHBI) on the Nasdaq
Global Select Stock Market.
Customers Should Continue to Bank as They Normally Do
CBC will initially operate under both the CBC and Shore United
brands, and customers will continue to conduct business through
their respective CBC and Shore United branches, websites and mobile
apps. The combined company expects to combine its systems and
services in the third quarter of 2023. CBC customers can find
additional information
at http://www.cbtc.com/landing-pages/sub-merge/, and Shore
United customers can find additional information at
www.shoreunitedbank.com.
Board of Directors
The combined company's Board of Directors consists of 20
members, with 12 directors from SHBI and eight directors from
TCFC:
- Alan J. Hyatt (Chair)
- Austin J. Slater, Jr. (Vice Chair)
- Michael B. Adams
- James M. Burke
- R. Michael Clemmer, Jr.
- William E. Esham, III
- Louis P. Jenkins, Jr.
- David S. Jones
- James A. Judge
- Clyde V. Kelly, III
- John A. Lamon
- Frank E. Mason, III
- Rebecca M. McDonald
- David W. Moore
- Mary Todd Peterson
- E. Lawrence Sanders, III
- Joseph V. Stone, Jr.
- Esther A. Streete
- Konrad M. Wayson
- Dawn M. Willey
Closing Details
At the effective time of the merger on July 1, 2023, each share of TCFC common stock was
converted in the right to receive 2.3287 shares of SHBI common
stock, with TCFC shareholders receiving cash in lieu of fractional
shares. Former TCFC shareholders collectively represent
approximately 40% of the combined company. Shares of TCFC common
stock ceased trading prior to the opening of the Nasdaq Global
Select Stock Market on July 3,
2023.
Advisors
Keefe, Bruyette & Woods, A Stifel Company, acted as
financial advisor to SHBI in the transaction and delivered a
fairness opinion to the Board of Directors of SHBI. Holland & Knight LLP served as legal
counsel to SHBI. Piper Sandler &
Co. acted as financial advisor to TCFC and delivered a fairness
opinion to the Board of Directors of TCFC. Kilpatrick Townsend & Stockton LLP served as
legal counsel to TCFC.
About Shore Bancshares, Inc.
SHBI is the largest independent financial holding company
headquartered on the Eastern Shore of Maryland. It is the parent company of Shore
United. Shore United operates 30 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. SHBI engages in
trust and wealth management services through Wye Financial
Partners, a division of Shore United.
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 SHBI. 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 SHBI's current expectations and assumptions regarding
SHBI's and TCFC's business, the economy, and other future
conditions. While there is no assurance that any list of risks and
uncertainties or risk factors is complete, below are certain
factors which could cause actual results to differ materially from
those contained or implied in the forward-looking statements:
changes in general economic, political, or industry conditions;
geopolitical concerns, including the ongoing war in Ukraine; the possibility that the anticipated
benefits of the Merger 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 SHBI and
TCFC do business; the possibility that revenues following the
Merger may be lower than expected; the ability to complete
integration of SHBI and TCFC successfully; the dilution caused by
SHBI's issuance of additional shares of its capital stock in
connection with the Merger; uncertainty in U.S. fiscal and monetary
policy, including the interest rate policies of the Board of
Governors of the Federal Reserve System; inflation/deflation,
interest rate, market, and monetary fluctuations; volatility and
disruptions in global capital and credit markets; the transition
away from USD LIBOR and uncertainty regarding potential alternative
reference rates, including SOFR; competitive pressures on product
pricing and services; success, impact, and timing of our business
strategies, including market acceptance of any new products or
services; the impact of changes in financial services policies,
laws, and regulations, including those concerning taxes, banking,
securities, and insurance, and the application thereof by
regulatory bodies; cybersecurity threats and the cost of defending
against them, including the costs of compliance with potential
legislation to combat cybersecurity at a state, national, or global
level; and other factors that may affect our future results.
Further information regarding SHBI, TCFC and factors which could
affect the forward-looking statements contained herein can be found
in SHBI's Annual Report on Form 10-K for the fiscal year ended
December 31, 2022, its Quarterly
Report on Form 10-Q for the period ended March 31, 2023, and its other filings with the
SEC, and in TCFC's Annual Report on Form 10-K and Amendment No. 1
to TCFC's Annual Report on Form 10-K/A for the fiscal year ended
December 31, 2022, TCFC's Quarterly
Report on Form 10-Q for the period ended March 31, 2023 and its other filings with the
SEC. SEC filings are available free of charge on the SEC's website
at www.sec.gov.
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SOURCE Shore Bancshares, Inc.; The Community Financial
Corporation
