Dogwood State Bank to Acquire Community First Bancorporation
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Enhancing Dogwood's Strength Throughout the Carolinas
The merger agreement provides that each Community First Bancorporation common shareholder receive 0.5875 shares and each preferred shareholder will receive 64.7719 shares of Dogwood's voting common stock. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes and to provide a tax-free exchange for Community First Bancorporation stockholders. Based on Dogwood's most recent capital raise of
"The partnership with Community First Bancorporation unlocks long-term growth potential for shareholders and access to significant scale in the Upstate of
The pro forma company will have total assets of
"From the beginning, Community First Bank has been focused on developing a business model that focuses on safe and sound relationship banking in the markets we serve. We believe we have been very successful with this in our
Mr. Burleson continued, "However, to continue growing, to provide cutting edge technology and to become more profitable, we need a partner who can provide us the opportunity to better serve our customers with a much larger balance sheet, enhanced technology and expanded products and services. We believe our partnership with the Dogwood team provides just that, and I believe the synergies that exist between our companies will result in tremendous success for both sides."
The boards of directors of both businesses have unanimously approved the merger agreement. The transaction is anticipated to close in the second half of 2024, subject to customary closing requirements, including Community First shareholder, Dogwood shareholder and regulatory approvals. Following the closing, two directors of Community First Bancorporation will join the Dogwood Board of Directors. Additionally, Dogwood will create an advisory board for the Upstate consisting of members of the Community First Bancorporation Board of Directors.
Piper Sandler & Co. acted as financial advisor and provided a fairness opinion to Dogwood State Bank and Williams Mullen served as Dogwood State Bank's legal advisor. D.A. Davidson & Co. acted as financial advisor and provided a fairness opinion to Community First Bancorporation and Brooks Pierce LLP served as Community First Bancorporation's legal advisor.
About Dogwood State Bank
Dogwood State Bank is a
About Community First Bancorporation
Community First Bancorporation is a multi-state bank holding company with total assets of approximately
Forward-Looking Statements
Statements made in this press release, other than those concerning historical financial information, may be considered forward-looking statements, which speak only as of the date of this press release and are based on current expectations and involve a number of assumptions. Forward-looking statements can be identified by words such as "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. These include statements as to the anticipated benefits of the proposed merger (the "merger") of Community First Bancorporation ("Community First") and Community First Bank, Inc. with and into Dogwood State Bank ("Dogwood"), 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. The companies' respective abilities to predict results, or the actual effect of future plans or strategies, is inherently uncertain. Factors that could have a material effect on the operations and future prospects of each of Dogwood and Community First, and the resulting company, include but are not limited to: the businesses of Dogwood and Community First may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; the expected growth opportunities or cost savings from the merger may not be fully realized or may take longer to realize than expected; deposit attrition, operating costs, customer losses and business disruption prior to and following the merger, including adverse effects on relationships with employees and customers, may be greater than expected; the regulatory and shareholder approvals required for the merger may not be obtained; changes in interest rates, general economic and business conditions; legislative/regulatory changes; the monetary and fiscal policies of the
Additional Information and Where to Find It
In connection with the proposed merger, Dogwood and Community First will each deliver a definitive joint proxy statement/offering circular to their respective shareholders seeking approval of the merger and related matters. Investors and shareholders of both companies are urged to read the definitive joint proxy statement/offering circular when it becomes available because it will contain important information about Dogwood, Community First and the proposed transaction. Free copies of the definitive joint proxy statement/offering circular, when available, may be obtained by directing a request by telephone or mail to Dogwood State Bank, 5401 Six Forks Road,
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SOURCE Dogwood State Bank
FAQ
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