SPARTA, Mich. and MUSKEGON, Mich., July
1, 2020 /PRNewswire/ -- ChoiceOne Financial Services, Inc.
(NASDAQ: COFS) ("ChoiceOne") today announced the completion of the
merger of Community Shores Bank Corporation ("Community Shores")
with and into ChoiceOne, effective as of July 1, 2020. The combined organization is the
12th largest bank holding company in Michigan based on asset size, with
approximately $1.7 billion in assets
and 33 offices across Michigan.
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At the effective time of the merger, each share of Community
Shores common stock was converted into the right to receive certain
merger consideration as follows: (i) each share for which a cash
election was made was converted into the right to receive an amount
of cash equal to $5.00, and (ii) each
share for which a stock election was made or for which no election
was made was converted into the right to receive 0.17162 shares of
ChoiceOne common stock. In the aggregate, 26.1% of the shares of
Community Shores common stock outstanding as of the effective time
of the merger were converted into the right to receive cash and
73.9% were converted into the right to receive ChoiceOne common
stock. The aggregate value of the merger consideration, based on
the closing price of ChoiceOne common stock on June 30, 2020 of $29.56, is $20.88
million.
"We are excited to welcome Community Shores into our ChoiceOne
family," said ChoiceOne Chief Executive Officer Kelly Potes. "Our acquisition of Community
Shores is a natural geographical and cultural fit for ChoiceOne and
allows us to expand our community bank franchise further into
West Michigan. Our combined
company offers greater capacity and diversity for commercial and
consumer lending as well as leading advancements in technology. We
believe ChoiceOne offers substantial opportunity for our collective
communities, customers, and employees while adding significant
value for our shareholders. ChoiceOne will offer small businesses
and consumers in West and Southeast
Michigan an extensive line of products and services
delivered through an enhanced retail network including online,
mobile and branch banking."
Heather Brolick, President and
CEO of Community Shores Bank Corporation commented, "We are
sincerely appreciative of the support of our board of directors,
shareholders, and clients over the past 22 years. We look forward
to our partnership with ChoiceOne in providing enhanced value and
services to our combined customers."
The combined organization will be headquartered in Sparta, Michigan. ChoiceOne Bank and
Community Shores Bank are expected to be consolidated in the fourth
quarter of this year and the consolidated bank will operate under
the ChoiceOne name.
Advisors
Donnelly Penman & Partners
acted as financial advisor to ChoiceOne. Warner Norcross + Judd LLP served as legal
counsel to ChoiceOne. ProBank Austin acted as financial advisor to
Community Shores. Dickinson Wright PLLC served as legal counsel to
Community Shores.
About ChoiceOne
ChoiceOne Financial Services, Inc. is
a financial holding company headquartered in Sparta, Michigan and the parent corporation of
ChoiceOne Bank and Community Shores Bank. Member FDIC.
Collectively, ChoiceOne Bank and Community Shores Bank operate 33
offices in parts of Kent,
Ottawa, Muskegon, Newaygo, Lapeer, St.
Clair and Macomb
counties. ChoiceOne Bank and Community Shores Bank offer
insurance and investment products through ChoiceOne Bank's
subsidiary, ChoiceOne Insurance Agencies, Inc. ChoiceOne Financial
Services, Inc. common stock is quoted on the Nasdaq Capital Market
under the symbol "COFS." For more information, please visit
Investor Relations at ChoiceOne's website
at www.choiceone.com.
Forward-Looking Statements
This release may contain
forward-looking statements. Words such as "anticipates,"
"believes," "estimates," "expects," "forecasts," "intends," "is
likely," "plans," "predicts," "projects," "may," "could," "look
forward," "continue", "future" and variations of such words and
similar expressions are intended to identify such forward-looking
statements. These statements reflect current beliefs as to the
expected outcomes of future events and are not guarantees of future
performance. These statements involve certain risks,
uncertainties and assumptions ("risk factors") that are difficult
to predict with regard to timing, extent, likelihood and degree of
occurrence. Therefore, actual results and outcomes may
materially differ from what may be expressed, implied or forecasted
in such forward-looking statements. Furthermore, ChoiceOne
undertakes no obligation to update, amend, or clarify
forward-looking statements, whether as a result of new information,
future events, or otherwise. Such risks, uncertainties and
assumptions, include, among others, the following:
- the impacts of the global coronavirus outbreak (COVID-19);
- the possibility that the anticipated benefits of the
transaction, including anticipated cost savings and strategic
gains, are not realized when expected or at all, including as a
result of the impact of, or problems arising from, the integration
of the two companies or as a result of the strength of the economy,
competitive factors in the areas where ChoiceOne and Community
Shores do business, or as a result of other unexpected factors or
events;
- the impact of purchase accounting with respect to the
transaction, or any change in the assumptions used regarding the
assets purchased and liabilities assumed to determine their fair
value; and
- the failure to complete the consolidation of Community Shores
Bank with ChoiceOne Bank in the fourth quarter of 2020 for any
reason.
Risk factors include, but are not limited to, the risk factors
described in Item 1A in ChoiceOne Financial Services, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 2019 and in Item 1A in ChoiceOne
Financial Service, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2020.
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SOURCE ChoiceOne Financial Services, Inc.