CB Financial Services, Inc. and First West Virginia Bancorp, Inc. to Hold Special Stockholders’ Meetings
March 06 2018 - 4:00PM
CB Financial Services, Inc. (“CB”) (NASDAQ:CBFV), the
Carmichaels-based holding company for Community Bank, and First
West Virginia Bancorp, Inc. (“First West Virginia”) (OTCQX:FWVB),
the Wheeling-based holding company for Progressive Bank, N.A.,
announced today that each will hold a Special Meeting of
Stockholders on April 11, 2018 to seek stockholder approval of
their pending merger. Proxy solicitation materials, including
a joint proxy statement/prospectus, will be mailed on or about
March 9, 2018 to stockholders of record of each company as of the
close of business on February 28, 2018.
CB and First West Virginia expect to complete the proposed
merger in the second quarter of 2018. The completion of the
merger is subject to the satisfaction of customary closing
conditions, including the receipt of regulatory approvals and
stockholder approvals.
Additional Information About the Merger and Where to
Find It
CB has filed a registration statement with the Securities and
Exchange Commission (the “SEC”) under the Securities Act of 1933,
as amended, which includes a joint proxy statement/prospectus and
other relevant documents filed with the SEC in connection with the
proposed merger. STOCKHOLDERS OF CB AND OF FIRST WEST
VIRGINIA ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION.
The joint proxy statement/prospectus and other relevant
materials, and any other documents CB may file with the SEC, may be
obtained free of charge at the SEC's website (www.sec.gov).
In addition, investors and stockholders may obtain free
copies of these documents from CB’s website (www.communitybank.tv)
under the tab “About Us – Investor Relations” and then the link
“SEC Filings.”
Participants in the Proxy Solicitation
CB, First West Virginia and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from CB stockholders and First West
Virginia stockholders in connection with the proposed merger.
Information about the directors and executive officers of CB and of
First West Virginia is set forth in the joint proxy
statement/prospectus. Additional information regarding the
interests of those participants and other persons who may be deemed
participants in the transaction and a description of their direct
and indirect interests, by security holdings or otherwise, may be
obtained by reading the joint proxy statement/prospectus and any
other relevant documents regarding the proposed merger to be filed
with the SEC.
About CB Financial Services, Inc.
CB Financial Services, Inc. is the bank holding company for
Community Bank, a Pennsylvania-chartered commercial bank. Community
Bank operates 16 offices in Greene, Allegheny, Washington, Fayette,
and Westmoreland Counties in southwestern Pennsylvania. Community
Bank offers a broad array of retail and commercial lending and
deposit services and provides commercial and personal insurance
brokerage services through Exchange Underwriters, Inc., its wholly
owned subsidiary.
About First West Virginia Bancorp, Inc.
First West Virginia Bancorp, Inc. is the bank holding company
for Progressive Bank, N.A., a national association.
Progressive Bank operates seven full-service branch offices in West
Virginia and one full-service branch office in Ohio.
Forward-Looking Statements and Other
Disclosures
This press release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act,
relating to present or future trends or factors affecting the
banking industry and, specifically, the financial operations,
markets and products of CB and First West Virginia. Forward-looking
statements are typically identified by words such as “believe,”
“plan,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,”
“forecast,” “will,” “should,” “project,” “goal,” and other similar
words and expressions. These forward-looking statements involve
certain risks and uncertainties. In addition to factors previously
disclosed in CB’s reports filed with the SEC and those identified
elsewhere in this press release, the following factors among
others, could cause actual results to differ materially from
forward-looking statements or historical performance: ability to
obtain regulatory approvals and meet other closing conditions to
the proposed merger, including approval by CB’s and First West
Virginia’s stockholders, on the expected terms and schedule; delay
in closing the merger; difficulties and delays in integrating the
respective businesses of CB and First West Virginia or fully
realizing cost savings and other benefits; business disruption
following the merger; changes in asset quality and credit risk; the
inability to sustain revenue and earnings growth; changes in
interest rates and capital markets; inflation; customer acceptance
of CB products and services; customer borrowing, repayment,
investment and deposit practices; customer disintermediation; the
introduction, withdrawal, success and timing of business
initiatives; competitive conditions; the inability to realize cost
savings or revenues or to implement integration plans and other
consequences associated with mergers, acquisitions and
divestitures; economic conditions; and the impact, extent and
timing of technological changes, capital management activities, and
other actions of the Federal Reserve Board and legislative and
regulatory actions and reforms. CB and First West Virginia
undertake no obligation to revise these forward-looking statements
or to reflect events or circumstances after the date of this press
release.
This press release does not constitute an offer of any
securities for sale. The shares of common stock of CB are not
savings or deposit accounts and are not insured by the Federal
Deposit Insurance Corporation or any other government agency.
Contacts:
CB Financial Services, Inc.Barron P. McCune, Jr.Vice Chairman
and Chief Executive Officer(724) 225-2400
CB Financial Services, Inc.Patrick G. O’BrienPresident(724)
225-2400
First West Virginia Bancorp, Inc.William G. PetroplusPresident
and Chief Executive Officer(304) 277-1100
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