Transaction with LINKBANCORP, Inc.	3 Months Ended
Mar. 31, 2023
Transaction with LINKBANCORP, Inc.
Transaction with LINKBANCORP, Inc.	Note 15. Transaction with LINKBANCORP, Inc. On February 22, 2023, the Company entered into an Agreement and Plan of Merger (the “LINK Merger Agreement”) with LINKBANCORP, Inc., a Pennsylvania corporation (“LINK”). The LINK Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, the Company will merge with and into LINK, with LINK as the surviving entity (the “Merger”). The LINK Merger Agreement further provides that immediately following the Merger, Delmarva, a Delaware chartered bank and a wholly-owned subsidiary of the Company, will merge with and into LINKBANK, a Pennsylvania chartered bank and a wholly-owned subsidiary of LINK, with LINKBANK as the surviving bank (the “Delmarva Bank Merger”). The LINK Merger Agreement also provides that immediately following the Delmarva Bank Merger, Partners, a Virginia chartered bank and a wholly-owned subsidiary of the Company, will merge with and into LINKBANK, with LINKBANK as the surviving bank (the “Partners Bank Merger” and, together with the Merger and the Delmarva Bank Merger, the “Transaction”). The LINK Merger Agreement was unanimously approved by the board of directors of each of LINK and the Company. Upon the terms and subject to the conditions of the LINK Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) outstanding immediately prior to the Effective Time, other than certain shares held by the Company or LINK, will be converted into the right to receive 1.150 shares (the “Exchange Ratio”) of common stock, par value $0.01 per share, of LINK (“LINK Common Stock”). Holders of Company Common Stock will receive cash in lieu of fractional shares.

Transaction with LINKBANCORP, Inc.

3 Months Ended

Mar. 31, 2023

Note 15. Transaction with LINKBANCORP, Inc.

On February 22, 2023, the Company entered into an Agreement and Plan of Merger (the “LINK Merger Agreement”) with LINKBANCORP, Inc., a Pennsylvania corporation (“LINK”). The LINK Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, the Company will merge with and into LINK, with LINK as the surviving entity (the “Merger”). The LINK Merger Agreement further provides that immediately following the Merger, Delmarva, a Delaware chartered bank and a wholly-owned subsidiary of the Company, will merge with and into LINKBANK, a Pennsylvania chartered bank and a wholly-owned subsidiary of LINK, with LINKBANK as the surviving bank (the “Delmarva Bank Merger”). The LINK Merger Agreement also provides that immediately following the Delmarva Bank Merger, Partners, a Virginia chartered bank and a wholly-owned subsidiary of the Company, will merge with and into LINKBANK, with LINKBANK as the surviving bank (the “Partners Bank Merger” and, together with the Merger and the Delmarva Bank Merger, the “Transaction”). The LINK Merger Agreement was unanimously approved by the board of directors of each of LINK and the Company.

Upon the terms and subject to the conditions of the LINK Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) outstanding immediately prior to the Effective Time, other than certain shares held by the Company or LINK, will be converted into the right to receive 1.150 shares (the “Exchange Ratio”) of common stock, par value $0.01 per share, of LINK (“LINK Common Stock”). Holders of Company Common Stock will receive cash in lieu of fractional shares.