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FVCBankcorp to buy Colombo Bank

Published 04 May 2018

FVCBankcorp (FVCB) has agreed to acquire Colombo Bank (Colombo) under a cash and stock transaction worth about $33.3m.

Upon the closing of the transaction, Colombo will merge into FVCbank, FVCB’s wholly owned bank subsidiary. The merger has been unanimously approved by the boards of directors of both institutions.

The transaction is expected to be completed early in the fourth quarter of 2018, subject to the approval of Colombo’s shareholders, as well as customary regulatory approvals and other conditions to closing.

Colombo is headquartered in Rockville, Maryland, and serves its customers and communities through five full-service locations in Bethesda, Rockville, Silver Spring and Baltimore, Maryland and Washington, DC. Colombo has assets of approximately $195m, loans of $154m and deposits of $145m as of March 31, 2018.

FVCB recently reported record first quarter 2018 earnings on the heels of celebrating ten years of operations and reaching $1bn in total assets as of December 31, 2017. FVCB has realized a five-year compounded annual growth rate of approximately 20% in loans, deposits and total assets and earnings growth of approximately 40% over the same period.

Colombo chairman Morton A. Bender said: “We are excited about the proposed merger and look forward to working with David Pijor and his team at FVCbank. Both banks share a similar culture of providing outstanding service and are committed to our community banking model.

“Colombo has been in existence since 1914 and we are proud of our long-standing ties in the communities we serve. This merger will increase our lending capabilities and drive significant cost efficiencies. I am proud to be joining FVCbank’s board of directors and working to expand the combined bank’s customer reach within our larger branch footprint.”

Colombo president and CEO Gilbert F. Kennedy III said: “Our merger with FVCbank will enable Colombo customers to enjoy a relationship with a bank that has a broader product array, and a larger legal lending limit. Our employees will have the opportunity to work for a community bank with exceptional momentum and reputation. I am delighted to be joining FVCbank as an executive officer and a market president expanding on the great momentum our colleagues at Colombo have achieved in recent years.”

FVCB chairman and CEO David W. Pijor said: “We are extremely pleased about the proposed acquisition of Colombo and the transformative opportunities the combination creates for us. We currently lend in these markets and believe this merger provides substantial opportunities for growth of the combined bank.

“We look forward to serving Colombo customers with our portfolio of deposit, cash management, and loan products for businesses and consumers. We plan to work very closely with the Colombo team to provide a seamless transition, and make Colombo customers feel that nothing has changed, except our capacity to serve them. I am very proud and eager to lead the combined entity into a new market and new opportunities.

“In addition, we believe the transaction will be immediately accretive to FVCB’s earnings per share with modest dilution to our tangible book value.”

According to the terms of the merger agreement, Colombo shareholders will receive a number of shares determined by dividing $0.043492 by the average of the closing price per share of FVCB Common Stock for the five trading days ending on and including the second trading day immediately prior to the Closing Date and cash in an amount equal to $0.053157 per share, provided however that any beneficial owner of Colombo Common Stock that would be entitled to receive fewer than 100 shares of FVCB Common Stock shall be entitled to elect to receive all cash consideration of $0.096649 per share of Colombo Common Stock. As a condition to the consummation of the merger, FVCB will raise at least $10 million in additional capital.

Sandler O’Neill + Partners, L.P. acted as financial advisor to FVCB. Buckley Sandler LLP provided legal counsel to FVCB and Silver, Freedman, Taff & Tiernan LLP provided legal counsel to Colombo. RP Financial, LC provided a fairness opinion to Colombo’s Board of Directors.

Source: Company Press Release