Proposed Acquisition of HV Bancorp, Inc.

9 Months Ended

Sep. 30, 2022

Proposed Acquisition of HV Bancorp, Inc. [Abstract]

Proposed Acquisition of HV Bancorp, Inc.

Note 10 –Proposed Acquisition of HV Bancorp, Inc.

On October 18, 2022, the Company and HV Bancorp, Inc. (“HVBC”), the holding company for Huntingdon Valley Bank (“HVB”),) entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which HVBC will merge with and into the Company Concurrent with the merger, it is expected that HVB will merge with and into the Bank, with the Bank as the surviving institution.

Under the terms of the Merger Agreement, each outstanding share of HVBC common stock will be converted into either the right to receive $30.50 in cash or 0.40 shares of the Company’s common stock.  Not more than 20% of the outstanding shares of HVBC common stock (including for this purpose, dissenters’ shares) may be paid in cash and the remainder will be paid in the Company’s common stock.   In the event of a greater than 20% decline in market value of the Company’s common stock, HVBC may, in certain circumstances, be able to terminate the Merger Agreement unless the Company increases the number of shares into which MidCoast Bancshares common stock may be converted or increases in the cash component of the merger consideration.

The senior management of the Company and the Bank will be augmented by management team members from HVBC and HVB.

The transaction is subject to customary closing conditions, including the receipt of regulatory approvals and approval by the shareholders of HVBC.  The merger is currently expected to be completed in the first half of 2023.

Each of the directors of HVBC have agreed to vote their shares in favor of the approval of the Merger Agreement at the shareholders’ meeting to be held to vote on the proposed transaction. If the merger is not consummated under certain circumstances, HVBC has agreed to pay the Company a termination fee of $2,800,000.