PB Financial Corporation and CB Financial Corporation Finalize Merger

ROCKY MOUNT, N.C. and WILSON, N.C., April 3, 2018 /PRNewswire/ -- PB Financial Corporation, the holding company for Providence Bank ("Providence"), and CB Financial Corporation ("CB", OTC-QB: CBFA), parent company of Cornerstone Bank ("Cornerstone"), have completed the merger between the two companies announced on August 1, 2017. In the transaction, CB merged into PB Financial Corporation, Providence's recently-formed holding company, and Cornerstone merged into Providence, creating a community banking company with $424 million in assets. The combined company has total loans of $331 million and total deposits of $345 million as of December 31, 2017.

Under the terms of the agreement, CB shareholders received cash of 23.5 cents for each issued and outstanding share of CB common stock. The transaction, which received all necessary regulatory and shareholder approvals, was valued at $11.2 million.

While the merger is complete, the Cornerstone office in Wilson will continue to operate under the Cornerstone name until the close of business on Friday, April 27, 2018, when a systems conversion will take place. The Wilson office will begin operating under the Providence Bank name on Monday, April 30, 2018. Providence, headquartered in Rocky Mount, North Carolina, will operate five full-service offices serving the eastern North Carolina communities of Rocky Mount, Nashville, Tarboro and Wilson. 

Ted E. Whitehurst, president and chief executive officer of PB Financial Corporation and Providence, said, "Our experienced team, which now includes the bankers who worked with Cornerstone, knows these communities and they know banking. We live here, work here and are raising families here. We are excited about the expansion of Providence and the opportunity it gives us to work with even more people in eastern North Carolina. Our shareholders are pleased with what this represents for the company, too, as we believe the merger will be immediately accretive to earnings."

Mark A. Holmes, former president and chief executive officer of CB and Cornerstone who will remain with Providence through year-end 2018, shared, "The culture of these banks, as I said earlier, is very similar. We have seasoned bankers serving customers who want something big banks just can't offer – personal service from people who make decisions locally and who care about these communities. The future is bright for Providence."

The former Board of Directors of CB Financial Corporation now comprises a newly-formed Providence Bank-Wilson Advisory Board.

The combined bank's pro forma capital ratios will exceed regulatory well-capitalized guidelines. Providence completed a $12 million stock offering in February that was used to help fund the cash consideration in the merger and to support future growth.

FIG Partners, LLC served as PB/Providence's financial advisor and Wyrick Robbins Yates & Ponton LLP served as legal counsel to PB/Providence. Smith Capital, Inc. served as CB/Cornerstone's financial advisor and Brooks, Pierce, McLendon, Humphrey & Leonard, LLP served as legal counsel to CB/Cornerstone.

About PB Financial Corporation.

PB Financial Corporation is the newly-formed holding company for Providence Bank, a North Carolina state-chartered community bank headquartered at 450 North Winstead Avenue in Rocky Mount, North Carolina, with two branches in Rocky Mount, one in Tarboro and one in Nashville, North Carolina.  Providence Bank has been dedicated to serving its communities for more than twelve years and offers a full suite of banking services to individuals and businesses. For more information and additional financial data, please visit pbknc.com.

About CB Financial Corporation.

CB Financial Corporation was a North Carolina state-chartered bank holding company headquartered in Wilson, North Carolina and was the parent company of Cornerstone Bank. Cornerstone opened in 2000 to serve the community banking needs of the City of Wilson, Wilson County, and the surrounding area.

Forward-Looking Statements.

Statements made in this release, other than those concerning historical financial information, may be considered forward-looking statements, which speak only as of the date of this release and are based on current expectations and involve a number of assumptions. These include statements as to the anticipated benefits of the merger, including future financial and operating results, cost savings and enhanced revenues that may be realized from the merger, as well as other statements of expectations regarding the merger and any other statements regarding future results or expectations. PB Financial Corporation intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of these safe harbor provisions. PB Financial Corporation's ability to predict results, or the actual effect of future plans or strategies, is inherently uncertain. Factors which could have a material effect on the operations and future prospects of PB Financial include but are not limited to: the businesses of Providence and Cornerstone may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected timeframe; revenues following the merger may be lower than expected; customer and employee relationships and business operations may be disrupted by the merger;  changes in interest rates, general economic and business conditions; legislative/regulatory changes; the monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve; the quality and composition of the loan and securities portfolios; demand for loan products; deposit flows; competition; demand for financial services in the companies' respective market areas;  implementation of new technologies and their ability to develop and maintain secure and reliable electronic systems; changes in the securities markets; and changes in accounting principles, policies and guidelines. PB Financial Corporation undertakes no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE CB Financial Corporation