ALEXANDRIA, Va. and MOOREFIELD, W.Va., Dec. 6, 2023
/PRNewswire/ -- Burke & Herbert Financial Services Corp.
("Burke & Herbert") (Nasdaq: BHRB) and Summit Financial Group,
Inc. ("Summit") (Nasdaq: SMMF) today announced that at special
meetings of their respective shareholders held on December 6,
2023, Burke & Herbert and Summit shareholders approved the
merger of Summit with and into Burke & Herbert, with Burke
& Herbert as the surviving corporation pursuant to the
Agreement and Plan of Reorganization, dated as of August 24, 2023, by and between Burke &
Herbert and Summit. The closing of the proposed merger remains
subject to regulatory approvals and certain other customary closing
conditions.
About Burke & Herbert Financial Services Corp.
Burke & Herbert Financial Services Corp. is the $3.6 billion financial holding company for Burke
& Herbert Bank & Trust
Company. Burke & Herbert Bank
& Trust Company is the oldest continuously operating bank under
its original name headquartered in the greater Washington, D.C. metropolitan area. The Bank
offers a full range of business and personal financial solutions
designed to meet customers' banking, borrowing, and investment
needs and has over 20 branches throughout the Northern Virginia region and commercial loan
offices in Fredericksburg,
Loudoun County, Richmond, and in Bethesda, Maryland. Learn more at
www.burkeandherbertbank.com.
About Summit Financial Group, Inc.
Summit Financial Group, Inc. is the $4.6
billion financial holding company for Summit Community Bank,
Inc. Its talented bankers serve commercial and individual clients
throughout West Virginia, the
greater Washington, D.C.
metropolitan area, Virginia,
Kentucky, Eastern Shore of
Maryland and Delaware. Summit's focus on in-market
commercial lending and providing other business banking services in
dynamic markets is designed to leverage its highly efficient
operations and core deposits in strong legacy locations.
Residential and consumer lending, trust and wealth management, and
other retail financial services are offered through convenient
digital and mobile banking platforms, as well as over 50
full-service branch locations. More information on Summit Financial
Group, Inc. (NASDAQ: SMMF), headquartered in West Virginia's Eastern Panhandle in
Moorefield, is available at
mysummit.bank.
Forward-looking Statements
This communication includes "forward–looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended,
with respect to the beliefs, goals, intentions, and expectations of
Burke & Herbert and Summit regarding the proposed transaction,
revenues, earnings, earnings per share, loan production, asset
quality, and capital levels, among other matters; our estimates of
future costs and benefits of the actions we may take; our
assessments of expected losses on loans; our assessments of
interest rate and other market risks; our ability to achieve our
financial and other strategic goals; the expected timing of
completion of the proposed transaction; the expected cost savings,
synergies, returns and other anticipated benefits from the proposed
transaction; and other statements that are not historical
facts.
Forward–looking statements are typically identified by such
words as "believe," "expect," "anticipate," "intend," "outlook,"
"estimate," "forecast," "project," "will," "should," and other
similar words and expressions, and are subject to numerous
assumptions, risks, and uncertainties, which change over time.
These forward-looking statements include, without limitation, those
relating to the terms, timing, and closing of the proposed
transaction.
Additionally, forward–looking statements speak only as of the
date they are made; Burke & Herbert and Summit do not assume
any duty, and do not undertake, to update such forward–looking
statements, whether written or oral, that may be made from time to
time, whether as a result of new information, future events, or
otherwise. Furthermore, because forward–looking statements are
subject to assumptions and uncertainties, actual results or future
events could differ, possibly materially, from those indicated in
or implied by such forward-looking statements as a result of a
variety of factors, many of which are beyond the control of Burke
& Herbert and Summit. Such statements are based upon the
current beliefs and expectations of the management of Burke &
Herbert and Summit and are subject to significant risks and
uncertainties outside of the control of the parties. Caution should
be exercised against placing undue reliance on forward-looking
statements. The factors that could cause actual results to differ
materially include the following: the occurrence of any event,
change or other circumstances that could give rise to the right of
one or both of the parties to terminate the definitive merger
agreement between Burke & Herbert and Summit; the outcome of
any legal proceedings that may be instituted against Burke &
Herbert or Summit; the possibility that the proposed transaction
will not close when expected, or at all, because required
regulatory or other approvals are not received or other conditions
to the closing are not satisfied on a timely basis, or at all, or
are obtained subject to conditions that are not anticipated (and
the risk that required regulatory approvals may result in the
imposition of conditions that could adversely affect the combined
company or the expected benefits of the proposed transaction); the
ability of Burke & Herbert and Summit to meet expectations
regarding the timing, completion, and accounting and tax treatments
of the proposed transaction; the risk that any announcements
relating to the proposed transaction could have adverse effects on
the market price of the common stock of either or both parties to
the proposed transaction; the possibility that the anticipated
benefits of the proposed transaction will not be 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 Burke & Herbert and Summit do business; certain
restrictions during the pendency of the proposed transaction that
may impact the parties' ability to pursue certain business
opportunities or strategic transactions; the possibility that the
transaction may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; diversion of
management's attention from ongoing business operations and
opportunities; the possibility that the parties may be unable to
achieve expected synergies and operating efficiencies in the merger
within the expected timeframes, or at all and to successfully
integrate Summit's operations and those of Burke & Herbert;
such integration may be more difficult, time-consuming or costly
than expected; revenues following the proposed transaction may be
lower than expected; Burke & Herbert's and Summit's success in
executing their respective business plans and strategies and
managing the risks involved in the foregoing; the dilution caused
by Burke & Herbert's issuance of additional shares of its
capital stock in connection with the proposed transaction; effects
of the announcement, pendency, or completion of the proposed
transaction on the ability of Burke & Herbert and Summit to
retain customers and retain and hire key personnel and maintain
relationships with their suppliers, and on their operating results
and businesses generally; and risks related to the potential impact
of general economic, political and market factors on the companies
or the proposed transaction and other factors that may affect
future results of Burke & Herbert and Summit; and the other
factors discussed in the "Risk Factors" section of Burke &
Herbert's Registration Statement on Form 10, as amended and as
ordered effective by the SEC on April 21,
2023, and Summit's Annual Report on Form 10–K for the year
ended December 31, 2022, and in the
"Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" sections of each of
Burke & Herbert's and Summit's Quarterly Report on Form 10–Q
for the quarters ended March 31,
2023, June 30, 2023, and
September 30, 2023, and other reports
Burke & Herbert and Summit file with the SEC.
CONTACT:
Investor Relations
703-666-3555
bhfsir@burkeandherbertbank.com
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SOURCE Burke & Herbert Financial Services Corp.; Summit
Financial Group, Inc.
