UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Form 8-K
______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): March 30, 2018
CB FINANCIAL SERVICES, INC.
(Exact Name of Registrant as Specified in Charter)
| Pennsylvania | 001-36706 | 51-0534721 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 100 North Market Street, Carmichaels, Pennsylvania | 15320 |
| (Address of Principal Executive Offices) | (Zip Code) |
(724) 966-5041
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||
| [ X ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). [ X ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act. [ X ]
Item 8.01. Other Events.
On March 30, 2018, the Registrant issued a press release announcing the receipt of regulatory approvals to complete the pending merger between CB Financial Services, Inc. (“CB”) and First West Virginia Bancorp, Inc. (“FWVB”), pursuant to which CB would be the surviving institution (the “Merger”). A copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit 99.1 Press Release dated March 30, 2018.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CB FINANCIAL SERVICES, INC. | ||
| Date: March 30, 2018 | By: | /s/ Kevin D. Lemley |
| Kevin D. Lemley | ||
| Executive Vice President and Chief Financial Officer | ||
EXHIBIT 99.1
CB Financial Services, Inc. and First West Virginia Bancorp, Inc. Receive Regulatory Approvals to Complete Pending Merger
CARMICHAELS, Pa. and WHEELING, W.V., March 30, 2018 (GLOBE NEWSWIRE) -- CB Financial Services, Inc. (“CB”) (NASDAQ:CBFV), the Carmichaels-based holding company for Community Bank, and First West Virginia Bancorp, Inc. (“First West Virginia”) (OTCQX:FWVB), the Wheeling-based holding company for Progressive Bank, N.A., announced today that they have received all requisite regulatory approvals to complete their pending merger and the merger of their subsidiary banks.
CB and First West Virginia expect to complete the proposed transaction on or about April 30, 2018, subject to the satisfaction of customary closing conditions, including the receipt of stockholder approval. Each company is scheduled to hold a special stockholders’ meeting on April 11, 2018 to vote on the transaction.
Additional Information About the Merger and Where to Find It
CB has filed a registration statement with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, which includes a joint proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed merger. STOCKHOLDERS OF CB AND OF FIRST WEST VIRGINIA ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
The joint proxy statement/prospectus and other relevant materials, and any other documents CB may file with the SEC, may be obtained free of charge at the SEC's website (www.sec.gov). In addition, investors and stockholders may obtain free copies of these documents from CB’s website (www.communitybank.tv) under the tab “About Us – Investor Relations” and then the link “SEC Filings.”
Participants in the Proxy Solicitation
CB, First West Virginia and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from CB stockholders and First West Virginia stockholders in connection with the proposed merger. Information about the directors and executive officers of CB and of First West Virginia is set forth in the joint proxy statement/prospectus. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction and a description of their direct and indirect interests, by security holdings or otherwise, may be obtained by reading the joint proxy statement/prospectus and any other relevant documents regarding the proposed merger to be filed with the SEC.
About CB Financial Services, Inc.
CB Financial Services, Inc. is the bank holding company for Community Bank, a Pennsylvania-chartered commercial bank. Community Bank operates 16 offices in Greene, Allegheny, Washington, Fayette, and Westmoreland Counties in southwestern Pennsylvania. Community Bank offers a broad array of retail and commercial lending and deposit services and provides commercial and personal insurance brokerage services through Exchange Underwriters, Inc., its wholly owned subsidiary.
About First West Virginia Bancorp, Inc.
First West Virginia Bancorp, Inc. is the bank holding company for Progressive Bank, N.A., a national association. Progressive Bank, N.A. operates seven full-service branch offices in Ohio, Brooke, Marshall, Wetzel and Upshur Counties in West Virginia and one full-service branch office in Belmont County, Ohio. Progressive Bank, N.A. is a community bank that provides a broad range of consumer and commercial banking products and services to individuals, businesses, professionals and governments.
Forward-Looking Statements and Other Disclosures
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act, relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of CB and First West Virginia. Forward-looking statements are typically identified by words such as “believe,” “plan,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “will,” “should,” “project,” “goal,” and other similar words and expressions. These forward-looking statements involve certain risks and uncertainties. In addition to factors previously disclosed in CB’s reports filed with the SEC and those identified elsewhere in this press release, the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to satisfy other closing conditions to the proposed merger, including approval by CB’s stockholders and First West Virginia’s stockholders, on the expected terms and schedule; delay in closing the merger; difficulties or delays in integrating the respective businesses of CB and First West Virginia or fully realizing cost savings and other benefits; business disruption following the merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of CB products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. CB and First West Virginia undertake no obligation to revise these forward-looking statements or to reflect events or circumstances after the date of this press release.
This press release does not constitute an offer of any securities for sale. The shares of common stock of CB are not savings or deposit accounts and are not insured by the Federal Deposit Insurance Corporation or any other government agency.
Contacts:
CB Financial Services, Inc.
Barron P. McCune, Jr.
Vice Chairman and Chief Executive Officer
(724) 225-2400
CB Financial Services, Inc.
Patrick G. O’Brien
President
(724) 223-8310
First West Virginia Bancorp, Inc.
William G. Petroplus
President and Chief Executive Officer
(304) 277-1100