City Holding (CHCO) to Acquire Community Financial (CFFC) in $26.1M Stock Deal

August 2, 2012 5:42 PM EDT Send to a Friend
City Holding Company (Nasdaq: CHCO) and Community Financial Corporation (Nasdaq: CFFC) announced today the execution of a definitive agreement by City to acquire Community and its wholly owned subsidiary, Community Bank (the "Merger"). Community operates nine branches along the I-81 corridor in western Virginia and two branches in Virginia Beach, Virginia. The Merger will significantly expand City's presence in Virginia. City recently completed the acquisition of Virginia Savings Bank, headquartered in Front Royal, Virginia. Virginia Savings Bank had assets of $130 million while Community has assets of $500 million.

City and Community anticipate the transaction will be completed in the first quarter of 2013, pending regulatory approvals, the approval of Community shareholders, and the completion of other customary closing conditions. The directors of Community have agreed to vote their shares in favor of the Merger.

Under the terms of the agreement, Community shareholders will receive 0.1753 shares of City common stock for each share of Community common stock. Based upon the closing price of City's common stock on Friday, July 27, 2012, the total value of common shares issued is estimated at $26.1 million, or $6 per share of Community. City's current annual dividend of $1.40 per share would amount to approximately 24.5 cents per Community share, on a pro forma basis. Keefe, Bruyette & Woods, Inc. served as financial advisor to City. Scott & Stringfellow, LLC served as financial advisor to Community. Jackson Kelly PLLC served as legal advisor to City. Silver, Freedman & Taff served as legal advisor to Community.


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