CB FINANCIAL SERVICES, INC. (NASDAQ:CBFV) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01.
On April 30, 2018, CB Financial Services, Inc. (“CB”), the holding company for Community Bank, and First West Virginia Bancorp, Inc. (“FWVB”), the holding company for Progressive Bank, National Association (“Progressive Bank”), merged in accordance with an Agreement and Plan of Merger dated as of November 16, 2017 (the “Merger Agreement”). FWVB merged with and into CB, with CB as the surviving entity, and Progressive Bank merged with and into Community Bank, with Community Bank as the surviving entity. Each share common stock of FWVB outstanding at the effective time of the transaction was converted into the right to receive, at the election of the holder, either $28.50 in cash (without interest) or 0.9583 shares of CB common stock, or a combination thereof, subject to the allocation and proration procedures contained in the Merger Agreement. The foregoing description of the merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is Exhibit 2.1 hereto and is incorporated herein by reference.
On April 30, 2018, CB issued a press release announcing the completion of the merger. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.
| Item 5.02. | Departure of Directors; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In accordance with the Merger Agreement, and effective as of the completion of the merger described above, CB appointed former FWVB Directors Roberta Robinson Olejasz, William G. Petroplus and Jonathan A. Bedway to CB’s Board of Directors for terms expiring at CB’s annual meeting of shareholders to be held in 2018, 2019, 2020, respectively. There are no arrangements or understandings between any of these individuals and any other person to which they were appointed as directors.
| Item 9.01. | Financial Statements and Other Exhibits. |
| (a) | Financial Statements of Businesses Acquired |
CB intends to file any financial statements required by this Item 9.01(a) under cover of an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K must be filed.
| (b) | Pro Forma Financial Information |
CB intends to file any pro forma financial information required by this Item 9.01(b) under cover of an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K must be filed.
| (c) | Shell Company Transactions |
Not applicable.
About CB FINANCIAL SERVICES, INC. (NASDAQ:CBFV)
CB Financial Services, Inc. is the bank holding company for Community Bank (the Bank). The Company operates in community banking segment. The Bank offers residential and commercial real estate loans, commercial and industrial loans, and consumer loans, as well as a range of deposit products for individuals and businesses in its market area. The Bank operates through a network of approximately 20 offices in Greene, Allegheny, Washington, Fayette and Westmoreland Counties in southwestern Pennsylvania. The Company’s principal lending activity is the origination of residential loans secured by one- to four-family residential properties in its local market area. In addition, the Bank offers property and casualty, commercial liability, surety and other insurance products, through its subsidiary, Exchange Underwriters, Inc. (Exchange Underwriters), an independent insurance agency.