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MVB Financial to Acquire Integrated Financial Holdings in North Carolina, USA
Friday 12 August 2022

West Virginia, US-based bank holding company MVB Financial Corp (NASDAQ: MVBF), the holding company for MVB Bank, Inc, has entered into a definitive merger agreement under which MVB will acquire North Carolina, US-based multi-bank holding company Integrated Financial Holdings, Inc (OTCQX: IFHI) in an all-stock transaction, the company said.

The strategic combination is expected to accelerate a fast track growth vehicle for MVB by expanding its government guaranteed lending business, including SBA and A originations and servicing.

IFH is headquartered in Raleigh, N.C., and is the parent company of five wholly owned subsidiaries, including West Town Bank and Trust and Windsor Advantage, LLC.

WTBT had approximately USD 435m in total assets, USD 326m in loans and USD 334m in deposits as of June 30, 2022.

Since 2018, WTBT's government Guaranteed Lending Team has originated more than USD 1bn in loans.

Windsor is a national lending service provider, offering financial institutions a comprehensive outsourced SBA and A lending platform, servicing approximately USD 2.1bn in loans.

Under the terms of the merger agreement, IFH shareholders will receive 1.21 shares of MVB common stock for each share of IFH common stock.

Based on the closing price of MVB stock of USD 34.54 on August 11, 2022, the implied per share purchase price is USD 41.79, with an aggregate transaction value of approximately USD 98m.

The transaction is expected to be immediately accretive to tangible book value per share at closing and approximately 15% accretive to earnings per share in 2023.

MVB also expects tangible common equity to tangible assets and all regulatory capital ratios to increase pro forma for the transaction.

Upon closing of the transaction, IFH president and CEO Eric Bergevin will join MVB's Executive Leadership Team as a direct report to CEO Larry F. Mazza. Riddick Skinner, EVP, government Lending for IFH, and Michael Breckheimer, EVP, Corporate Strategy for IFH, will report to Bergevin.

The transaction with IFH has been unanimously approved by both IFH's and MVB's boards of directors and is expected to be completed in 1Q23, subject to approval of both companies' shareholders, regulatory approvals and the satisfaction of other customary closing conditions.

Stephens, Inc. served as financial advisor and Squire Patton Boggs LLP served as legal advisor to MVB. Raymond James and Associates, Inc. served as financial advisor and Wyrick Robbins Yates and Ponton LLP served as legal advisor to IFH.

Through its subsidiary, MVB Bank, Inc., and the bank's subsidiaries, MVB provides financial services to individuals and corporate clients in the Mid-Atlantic region and beyond.
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Date Published: 12/08/2022

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