On July 28, 2016, Middlefield Banc Corp. (“Middlefield” or the “Company”) (NASDAQ: MBCN), the bank holding company for The Middlefield Banking Company, and Liberty Bank, N.A. (“Liberty”) announced Middlefield has entered into an Agreement and Plan of Reorganization (the “Agreement”) with Liberty. On January 12, 2017, Middlefield completed the its acquisition of Liberty. Middlefield Banc also elected William Valerian and Thomas Bevan, directors of Liberty Bank, to its board.
Under the terms of the Agreement, Liberty shareholders had the option to receive either 1.1934 shares of MBCN stock or $37.96 of cash in addition to receiving a special dividend immediately prior to closing of approximately $3.13 a share.
After completion of the transaction and after adjusting for the special cash dividend paid to Liberty shareholders and purchase accounting, Middlefield has approximately $1 billion in total assets, and 14 banking offices in Geauga, Portage, Ashtabula, Trumbull, Lake, Franklin, Delaware, Cuyahoga, and Summit counties in Ohio.
Middlefield expects the transaction to be accretive to earnings in year one and to earn back the tangible book value dilution created from the transaction in less than four years.
MIDDLEFIELD BANC CORP.
Middlefield Banc Corp. is headquartered in Middlefield, Ohio, is a bank holding company with total assets of $760.1 million at June 30, 2016. The bank operates 10 full service banking centers and an LPL Financial® brokerage office serving Chardon, Cortland, Dublin, Garrettsville, Mantua, Middlefield, Newbury, Orwell, and Westerville. The bank also operates a Loan Production Office in Mentor, Ohio.
Founded in 1990, the Beachwood, Ohio-based Liberty Bank, N.A. is a full-service community national bank with assets of approximately $223 million at June 30, 2016. With branch offices in Beachwood, Solon, and Twinsburg and a loan production office in Wooster, Ohio, the independently-owned bank specializes in providing innovative personal and business financing solutions with competitive rates and a high level of personalized customer service. Liberty Bank continues to be recognized as one of the nation's strongest financial institutions by receiving a 5-Star Superior rating from Bauer Financial, Inc. Liberty Bank is also a Preferred Lender for the Small Business Administration.