Summit Financial Group, Inc. to Acquire WinFirst Financial Corp. and Subsidiary, WinFirst Bank
September 28 2020 - 4:30PM
Summit Financial Group, Inc. (“Summit”) (NASDAQ: SMMF) and WinFirst
Financial Corp. (“WinFirst”) announced the signing of a definitive
merger agreement between Summit Community Bank, Inc., a
wholly-owned subsidiary of Summit, and WinFirst, pursuant to which
Summit Community Bank will acquire all of the outstanding shares of
common stock of WinFirst in exchange for cash.
The transaction has been unanimously approved by
each company’s board of directors and is estimated to close by year
end 2020, pending regulatory approvals and the approval of
WinFirst’s shareholders. Following the consummation of the merger,
Summit Community Bank expects to consolidate WinFirst Bank,
WinFirst’s wholly-owned subsidiary, with Summit Community Bank.
“This transaction represents an exceptional
opportunity for Summit to expand its franchise into Kentucky
through the merger of two financially strong banks with similar
cultures, core values and guiding principles, as well as a shared
commitment to build long-term client relationships by providing
service beyond expectations,” stated Summit’s President and Chief
Executive Officer, H. Charles Maddy, III. “Our top priority now is
to make sure WinFirst’s clients experience a smooth transition and
enjoy the advantages of our additional products and services.”
WinFirst Bank President and Chief Executive
Officer, Kari R. Gough commented, “Together with my fellow
employees, I look forward to a new chapter for this
well-established institution. This combination will only enhance
the high-level customer service that our clients have come to
expect from WinFirst.” Sarah McCready Boston, granddaughter of the
founder and current board member added, “WinFirst has a proud
history that stretches back 86 years since our grandfather, Richard
F. McCready, founded it with a loan of $1,200. Our grandmother,
Dolly T. McCready, kept the books for 65 years until the age of 95
and our father, Richard F. McCready, Jr., grew the bank seven-fold
during his leadership of 24 years.” Her mother, Jane Houston
McCready, President of WinFirst Financial Corp, stated, “WinFirst
has been an important part of Winchester for many decades, and we
know that Summit will continue the strong community service and
traditions of WinFirst Bank.”
Piper Sandler & Co. served as financial advisor
to WinFirst, and Frost Brown Todd LLC served as its legal counsel.
Bowles Rice LLP provided legal counsel to Summit.
About SummitSummit Financial
Group, Inc. is a $2.86 billion financial holding company
headquartered in Moorefield, West Virginia. Summit provides
community banking services primarily in the Eastern Panhandle,
Southern and North Central regions of West Virginia and the
Northern, Shenandoah Valley and Southwestern regions of Virginia,
through its bank subsidiary, Summit Community Bank, Inc., which
operates 41 banking locations.
About
WinFirstWinFirst, a savings and loan holding
company reported approximately $152 million in assets as of June
30, 2020 and operates two community banking offices in Winchester,
Kentucky through its subsidiary, WinFirst Bank. Originally known as
Winchester Federal Savings and Loan Association, WinFirst Bank was
founded in 1934 to promote savings and home ownership. This
community bank has grown into a strong and stable full-service
community bank that has stayed true to its local roots. Three
generations of the McCready family have been instrumental in the
management and ownership of the bank.
Contacts
With respect to WinFirst
Kari R. Gough, President and CEO, WinFirst
BankPhone: (513) 651-6755Email: kgough@winfirstbank.com
With respect to Summit
Robert S. Tissue, Executive Vice President &
CFOPhone: (304) 530-0552Email: rtissue@summitfgi.com
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include, but
are not limited to, statements about (i) the benefits of a merger
between WinFirst Financial Corp. (“WinFirst”) and Summit Financial
Group, Inc. (“Summit”), including future financial and operating
results, cost savings enhancements to revenue and accretion to
reported earnings that may be realized from the merger; (ii)
Summit’s and WinFirst’s plans, objectives, expectations and
intentions and other statements contained in this press release
that are not historical facts; and (iii) other statements
identified by words such as “expects” “anticipates,” “intends,”
“plans,” “believes,” “seeks,” “estimates,” “targets,” “projects,”
or words of similar meaning generally intended to identify
forward-looking statements. These forward-looking statements are
based upon the current beliefs and expectations of the respective
managements of Summit and WinFirst and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are beyond the control of WinFirst and
Summit. In addition, these forward-looking statements are subject
to assumptions with respect to future business strategies and
decisions that are subject to change. Actual results may differ
materially from the anticipated results discussed in these
forward-looking statements because of possible uncertainties.
The following factors, among others, could cause
actual results to differ materially from the anticipated results or
other expectations expressed in the forward-looking statements: (1)
the businesses of Summit and WinFirst may not be combined
successfully, or such combination may take longer, be more
difficult, time-consuming or costly to accomplish than expected;
(2) the negative impacts and disruptions resulting from the
COVID-19 pandemic on the economies and communities served by Summit
and WinFirst, which may have an adverse impact on Summit’s and
WinFirst’s business, financial condition, liquidity and results of
operations and their credit portfolio, stock price, borrowers and
the economy, both locally and globally; (3) the expected growth
opportunities or cost savings from the merger may not be fully
realized or may take longer to realize than expected; (4) deposit
attrition, operating costs, customer losses and business disruption
following the merger, including adverse effects on relationships
with employees, may be greater than expected; (5) the regulatory
approvals required for the merger may not be obtained on the
proposed terms or on the anticipated schedule; (6) the stockholders
of WinFirst may fail to approve the merger; (7) legislative or
regulatory changes, including changes in accounting standards, may
adversely affect the businesses in which Summit and WinFirst are
engaged; (8) changes in the interest rate environment may adversely
affect net interest income; (9) results may be adversely affected
by continued diversification of assets and adverse changes to
credit quality; (10) competition from other financial services
companies in Summit’s and WinFirst’s markets could adversely affect
operations; and (11) the economic slowdown could continue to
adversely affect credit quality and loan originations. Additional
factors, that could cause actual results to differ materially from
those expressed in the forward-looking statements are discussed in
Summit’s reports (such as Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K) filed with
the Securities and Exchange Commission and available on the SEC’s
Internet site (http://www.sec.gov).
Summit and WinFirst caution that the foregoing list
of factors is not exclusive. All subsequent written and oral
forward-looking statements concerning the proposed transaction or
other matters attributable to Summit or WinFirst or any person
acting on their behalf are expressly qualified in their entirety by
the cautionary statements above. Summit and WinFirst do not
undertake any obligation to update any forward-looking statement to
reflect circumstances or events that occur after the date the
forward-looking statements are made, except as required by law.
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