OLSEN PALMER ADVISES MERCHANTS BANK OF BANGOR IN ITS SALE TO FIDELITY BANK

Olsen Palmer is pleased to announce that Bangor, Pennsylvania-based MNB Corporation (OTCPink: MNBC, “MNB”), parent company of Merchants Bank of Bangor (“Merchants Bank”), has been acquired by Dunmore, Pennsylvania-based Fidelity D&D Bancorp, Inc. (NASDAQ: FDBC, “Fidelity”), parent company of Fidelity Deposit and Discount Bank (“Fidelity Bank”).

Olsen Palmer LLC served as exclusive financial advisor and issued a fairness opinion to MNB Corporation, parent of Merchants Bank.

MNB shareholders received as consideration 1.039 shares of Fidelity common stock for each share of MNB stock owned as of the closing date. Based on Fidelity’s closing price at announcement, the transaction consideration represented a total value of $78.7 million, equivalent to 2.0x MNB’s tangible book value at the time.

Two representatives from Merchants Bank will be joining the board of directors for Fidelity and Fidelity Bank, respectively. Fidelity Bank operates 21 retail community banking offices in Northeastern and Eastern Pennsylvania.

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OLSEN PALMER ADVISES BRIGHTON BANCORP, INC., PARENT OF BRIGHTON BANK, IN ITS AGREEMENT TO BE ACQUIRED

Olsen Palmer is pleased to announce that Brighton Bancorp, Inc., parent company of Brighton Bank (collectively, “Brighton”), has entered into a stock purchase agreement whereby a controlling interest in Brighton Bancorp, Inc. will be sold to the Winston-Salem, North Carolina-based organizers of the formerly proposed Community Bank of the Carolinas.

Olsen Palmer LLC advised Brighton Bancorp, Inc.

The all-cash transaction will be financed from capital raised through a private stock offering by the group’s acquisition entity, AGBGWS, Inc. The group also plans to inject additional capital into the bank to support its future growth, including into the Winston-Salem market.

Upon receiving regulatory approval, the bank intends to convert a loan-production office at 312 Jonestown Road in Winston Salem, NC into a full-service branch with the Community Bank brand.

Brighton Bank, founded in 1910, has approximately $42 million in assets, deposits of $37 million and loans of $25 million. Brighton Bank President and CEO John Phillips will remain with the combined bank and become market president of Tipton County. The combined bank will continue doing business under the Brighton name.

The proposed board of directors will be comprised of many of the directors selected for the proposed Community Bank of the Carolinas. Three members of Brighton’s board will be added as bank directors.

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.

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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 ANNOUNCES LAUNCH OF BIRMINGHAM OFFICE, HIRING OF MICHAEL G. REDIKER AS MANAGING DIRECTOR

Olsen Palmer is pleased to announce the hiring of Michael Rediker as Managing Director and the corresponding launch of a new office in Birmingham, Alabama where Mr. Rediker will be based. Mr. Rediker will be responsible for supporting the firm’s bank M&A and strategic advisory practice in the Southeast U.S. where he will focus on sell-side M&A advisory, buy-side M&A advisory, valuations, fairness opinions, and Board-level assessments of strategic alternatives. This is Olsen Palmer’s 4th office, complementing the firm’s headquarters in Washington D.C. and existing regional offices in Chicago and Denver.

Mr. Rediker brings almost 20 years of industry experience to Olsen Palmer. Most recently, he was with Porter White & Company, Inc. where he was the head of the firm’s community bank M&A advisory practice. He previously held similar positions at Paces Battle Group, Inc. and at Sterne, Agee & Leach, Inc. Mr. Rediker earned a Bachelor of Science in Management, with a double major in finance and legal studies, from Tulane University’s A.B. Freeman School of Business. He is a CFA charterholder and is licensed with the Financial Industry Regulatory Authority (FINRA) as a General Securities Representative (Series 7), an Investment Banking Representative (Series 79), and a Uniform Securities Agent (Series 63).

Christopher Olsen, Managing Partner of Olsen Palmer, said, “We are very excited about having Michael join our team and the related launch of a Birmingham office. Michael’s expertise and relationships will deepen our existing practice in the Southeast and his client-first approach to the business mirrors our own. We have no doubt he will thrive on our model in combining the expertise of a traditional investment banking firm with the innovation and agility of an independent firm”

“Olsen Palmer has become a premier, top-tier independent bank M&A advisory firm,” Mr. Rediker said. “Having followed their success over time and now with the benefit of an inside perspective on their culture, I fully appreciate their innovative approach and the expertise they bring to the table. I am thrilled to be joining forces with Olsen Palmer and am excited about helping to build out the firm’s bank M&A advisory practice in the Southeast.”

About Olsen Palmer LLC

Olsen || Palmer is an independent investment banking firm that exclusively specializes in advising community banks across the spectrum of Mergers & Acquisitions. By design, our model combines the extensive M&A expertise of a traditional investment banking firm with the agility, creativity, responsiveness, and independence of a boutique firm. Specializing in sell-side M&A advisory, buy-side M&A advisory, valuations, fairness opinions, branch acquisitions and divestitures, and Board-level assessments of strategic options.

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