OLSEN PALMER ADVISES BANKFIRST IN ITS PURCHASE OF TRADERS & FARMERS BANK

Olsen Palmer is pleased to announce that BankFirst Capital Corporation ("BankFirst“, OTC:BFCC), parent of BankFirst Financial Services, has acquired Traders & Farmers Bancshares, Inc., ("T&F"), parent of Traders & Farmers Bank, for consideration comprised of stock and cash.

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

The acquisition results in BankFirst having 32 locations serving Mississippi and Alabama, with total assets of approximately $1.8 billion, gross loans of approximately $1.0 billion and total deposits of approximately $1.5 billion. Three representatives from T&F have joined the board of BankFirst Financial Services, Inc.

If you have any questions or would like additional information, please feel free to contact me at 202-627-2043 or colsen@olsenpalmer.com.

About Olsen Palmer LLC

Olsen || Palmer is an independent investment banking firm that exclusively advises financial institutions across the spectrum of Mergers & Acquisitions out of our headquarters in Washington DC and regional offices in Chicago, Denver, and Birmingham. By design, we combine the extensive M&A expertise of a traditional diversified firm with the agility, innovation, 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.

Olsen Palmer LLC was ranked as a Top 3 bank M&A advisory firm according to S&P Global, based on the number of nationwide whole-bank sell side M&A transactions advised upon in 2019. Christopher Olsen, the firm’s Managing Partner, was ranked the #1 bank M&A advisor across the entire U.S. according to S&P Global, based on the total number of nationwide whole-bank M&A transactions on which he served as advisor in 2019.

TRANSACTION ANNOUNCEMENT (PDF)

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)