MOOREFIELD, W. Va. AND BLUEFIELD, Va.–(GLOBE NEWSWIRE)–Summit Financial Group, Inc. (“Summit”) (NASDAQ:SMMF) and First Century Bankshares, Inc. (“First Century) (OTC Pink:FCBS) announced the signing of a definitive merger agreement between Summit and First Century.
Pursuant to the terms of the merger agreement, Summit will acquire all of the outstanding shares of common stock of First Century in exchange for cash in the amount of $22.50 per share or 1.2433 shares of Summit common stock. First Century shareholders will have a right to receive cash, Summit’s common stock or a combination of cash and Summit common stock, subject to proration to result in approximately 35% cash and 65% stock consideration in the aggregate. Total merger consideration received by First Century shareholders is subject to an adjustment if First Century’s adjusted shareholders’ equity as of the effective date of the merger deviates materially from the target mutually determined by the parties.
The transaction has been unanimously approved by each company’s board of directors and is expected to close late in the fourth quarter of 2016, pending regulatory approvals and the approval of First Century’s shareholders. Following the consummation of the merger, First Century’s wholly-owned subsidiary First Century Bank, Inc. will be consolidated with Summit’s bank subsidiary, Summit Community Bank, Inc.