OLSEN PALMER ADVISES FARMERS & MERCHANTS BANK IN ITS AGREEMENT TO ACQUIRE CARROLL COMMUNITY BANK FOR $25 MILLION

Olsen Palmer is pleased to announce that Farmers and Merchants Bancshares, Inc. (“Farmers and Merchants”, OTC PINK: FMFG), parent company of Farmers and Merchants Bank, has entered into an Agreement and Plan of Merger whereby it will acquire Carroll Bancorp, Inc. (“Carroll”, OTC PINK: CROL), parent company of Carroll Community Bank, in an all-cash transaction valued at $25 million, or approximately $21.63 per share of Carroll common stock, subject to adjustment under certain circumstances provided for in the Agreement.

Olsen Palmer LLC served as exclusive financial advisor to Farmers and Merchants Bancshares, Inc. in connection with this transaction.

Farmers and Merchants anticipates that the proposed transaction will be immediately accretive to its earnings per share, before the impact of one-time transaction expenses.

The proposed transaction will enhance Farmers and Merchants’ presence in Carroll County and is expected to result in Farmers and Merchants becoming the 14th largest Maryland-based bank by total deposits, with total consolidated assets in excess of $620 million.

The proposed transaction, which has been approved by the Boards of Directors of both companies but remains subject to customary closing conditions as well as approval by Carroll’s stockholders and by applicable bank regulatory authorities, is expected to be completed in the second half of 2020.

If you would like additional information or have any questions on this transaction or on M&A, valuation, or strategic options, please feel free to contact me at 202-627-2043 or colsen@olsenpalmer.com.

TRANSACTION ANNOUNCEMENT (PDF)

OLSEN PALMER ADVISES PROGRESSIVE SAVINGS BANK IN ITS SALE TO SMARTBANK FOR $41.7 MILLION

Olsen Palmer is pleased to announce that Progressive Financial Group Inc. (“Progressive”) and its wholly-owned subsidiary Progressive Savings Bank have been acquired by SmartFinancial, Inc. (“SmartFinancial”, NASDAQ: SMBK), parent company of SmartBank.

Olsen Palmer LLC served as exclusive financial advisor and issued a Fairness Opinion to Progressive Financial Group Inc.

The transaction consideration, comprised of 1,292,592.556 shares of SmartFinancial stock and $14.6 million in cash, was valued at approximately $41.7 million at the time of the agreement.

With the completion of the merger, Ottis H. Phillips, Chief Executive Officer of Progressive, has joined the board of SmartFinancial.

Based on financial information as of December 31, 2019, the combined company now has total assets of approximately $2.7 billion and 35 branches across 3 states.

If you would like additional information or have any questions, whether on this transaction, M&A, valuation, or strategic options, please feel free to contact me at 202-627-2043 or colsen@olsenpalmer.com.

TRANSACTION ANNOUNCEMENT (PDF)

OLSEN PALMER ADVISES BANKFIRST IN ITS AGREEMENT TO ACQUIRE TRADERS & FARMERS BANK FOR $49 MILLION

Olsen Palmer is pleased to announce that BankFirst Capital Corporation (“BankFirst”, OTC: BFCC), parent of BankFirst Financial Services, has signed a definitive merger agreement with Traders & Farmers Bancshares, Inc. (“T&F”), parent of Traders & Farmers Bank, under which BankFirst will acquire T&F.

Olsen Palmer LLC served as exclusive financial advisor to BankFirst in connection with this transaction.

Under the terms of the definitive agreement, shareholders of T&F will receive from BankFirst a mix of cash and shares of BankFirst common stock valued at $49 million in the aggregate, subject to adjustment.  The T&F shareholders will also be eligible to receive from T&F a special cash dividend in the amount of $33 million in the aggregate.

After the merger is completed, the combined company will operate under the BankFirst brand with 31 offices and will have total assets in excess of $1.6 billion.

The transaction has been unanimously approved by the board of directors of each company, is expected to close in the second quarter of 2020, and is subject to customary closing conditions, including approval from the shareholders of T&F and bank regulatory authorities.

Olsen Palmer LLC remains a leading M&A advisor to community banks: the firm was ranked as a Top 3 bank M&A advisor across the entire U.S. in 2019 according to S&P Global, based on the number of whole-bank sell-side M&A transactions advised upon, while Managing Partner Christopher Olsen was ranked as the #1 individual bank M&A advisor nationwide in 2019 according to S&P Global, based on the total number of whole-bank sell-side and buy-side M&A transactions advised upon.

For additional information on this transaction or with any questions on bank M&A conditions, valuation, or strategic options please feel free to contact me at 202-627-2043 or colsen@olsenpalmer.com.

TRANSACTION ANNOUNCEMENT (PDF)

OLSEN PALMER LLC RANKED AS TOP 3 BANK M&A ADVISOR IN 2019

Olsen Palmer is pleased to announce multiple recent unrelated bank M&A transactions.

On December 26th, 2019, First Savanna Savings Bank (Savanna, IL) signed a purchase and assumption agreement pursuant to which Collins Community Credit Union (Cedar Rapids, IA) will acquire substantially all of the assets and assume substantially all of the liabilities of First Savanna Savings Bank. The transaction, which has received unanimous approval from the Boards of Directors of each organization but remains subject to regulatory approval and other customary closing conditions, is expected to close in the first half of 2020. Following completion of the transaction First Savanna Savings Bank’s customers will become members of Collins Community Credit Union and First Savanna Savings Bank will be dissolved. This is a pioneering transaction structure insofar as this is the first instance of a credit union acquiring a mutual depository institution. Olsen Palmer LLC served as exclusive advisor to First Savanna Savings Bank in connection with this transaction.

On December 27th, 2019, The Poplar Grove State Bank (Poplar Grove, IL) was acquired by High Point Financial Services, Inc. (Forreston, IL) in an all-cash transaction. Olsen Palmer LLC served as exclusive financial advisor to The Poplar Grove State Bank in connection with this transaction.

On January 1st, 2020, Community Bank & Trust and its parent company (Ashland City, TN) was acquired by Reliant Bancorp Inc. (Brentwood, TN) in a stock-and-cash transaction with an announced valued of approximately $38.2 million. Olsen Palmer LLC served as exclusive financial advisor to Community Bank & Trust in connection with this transaction.

Finally, we are pleased to report that Olsen Palmer LLC was ranked as a Top 3 bank M&A financial advisor across the entire U.S. in 2019 according to SNL Financial/S&P Global, as ranked based on the number of whole-bank sell-side M&A transactions advised upon in 2019 and, among those transactions in which the seller had less than $3 billion in assets, Olsen Palmer was ranked #2 in 2019.

For additional information or with any questions on bank M&A conditions, valuation, or strategic options please feel free to contact me at 202-627-2043 or colsen@olsenpalmer.com.

OLSEN PALMER ADVISES MERCHANTS BANK OF BANGOR IN ITS AGREEMENT TO BE ACQUIRED BY FIDELITY BANK

Olsen Palmer is pleased to announce that MNB Corporation (OTCPink: MNBC, “MNB”), parent company of Bangor, Pennsylvania-based Merchants Bank (“Merchants Bank”), has agreed to be acquired by Fidelity D&D Bancorp, Inc. (NASDAQ: FDBC, “Fidelity”), parent company of Dunmore, Pennsylvania-based Fidelity Deposit and Discount Bank (“Fidelity Bank”), in an all-stock transaction valued at approximately $78.7 million.

Olsen Palmer LLC served as exclusive financial advisor and issued a Fairness Opinion to MNB Corporation.

Under the terms of the agreement, MNB shareholders will receive 1.039 shares of Fidelity common stock for each share of MNB common stock owned as of the closing date. Based on the closing price of Fidelity’s stock on December 9, 2019, the transaction consideration represents a per share value of $69.45 and a total value of approximately $78.7 million, equivalent to a price-to-tangible book value multiple of 2.0x.

The transaction, which has been unanimously approved by the boards of directors of both companies but remains subject to MNB shareholder approval, Fidelity shareholder approval, customary regulatory approvals, and other closing conditions as more fully described in the agreement, is expected to close in the second quarter of 2020. At closing, two representatives from MNB will join the Boards of Fidelity and Fidelity Bank, respectively.

Olsen Palmer LLC is now ranked as a Top 4 bank M&A advisor across the entire U.S. according to S&P Global, based on the number of whole-bank sell-side M&A transactions advised upon in 2019. This is the 7th community bank M&A transaction announced or completed in Q4 2019 upon which Olsen Palmer served as advisor.

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