Attached files
file | filename |
---|---|
8-K - FORM 8-K - MIDDLEFIELD BANC CORP | c21636e8vk.htm |
EX-10.28 - EXHIBIT 10.28 - MIDDLEFIELD BANC CORP | c21636exv10w28.htm |
EX-10.26 - EXHIBIT 10.26 - MIDDLEFIELD BANC CORP | c21636exv10w26.htm |
EX-10.27 - EXHIBIT 10.27 - MIDDLEFIELD BANC CORP | c21636exv10w27.htm |
EXHIBIT 99.1
15985 East High Street
P. O. Box 35
Middlefield, Ohio 44062
Phone: 440/632-1666 FAX: 440/632-1700
www.middlefieldbank.com
P. O. Box 35
Middlefield, Ohio 44062
Phone: 440/632-1666 FAX: 440/632-1700
www.middlefieldbank.com
PRESS RELEASE
Contact:
|
James R. Heslop, 2nd Executive Vice President/Chief Operating Officer (440) 632-1666 Ext. 3219 jheslop@middlefieldbank.com |
Middlefield Banc Corp. to Raise $11.4 Million in Capital
Company Release 08/18/2011
MIDDLEFIELD, Ohio, Aug.18, 2011 /PRNewswire/ Middlefield Banc Corp. (OTCQB: MBCN) today
announced that it has entered into a Stock Purchase Agreement with Bank Opportunity Fund, an
affiliate of Hovde Private Equity Advisors LLC. Pursuant to the Stock Purchase Agreement, Bank
Opportunity Fund intends to invest approximately $9.45 million in the common stock of Middlefield
Banc Corp. (Middlefield or the Company). The Stock Purchase Agreement provides for the sale of
Middlefield Banc Corp. common stock to Bank Opportunity Fund for cash at $16.00 per share. Bank
Opportunity Fund will own and control up to 24.9% of the pro forma Middlefield common stock
outstanding after closing of the sale of shares under the Stock Purchase Agreement. Bank
Opportunity Fund is the lead investor in a private placement to accredited investors that was
completed on August 12, 2011, raising a total of approximately $11.4 million, including the shares
being sold to Bank Opportunity Fund.
The Company plans to use the proceeds from the sale of common stock to make capital contributions
to and strengthen the balance sheets of its subsidiary banks and for other general corporate
purposes. Thomas Caldwell, President and Chief Executive Officer of Middlefield Banc Corp.
commented, We are pleased to announce this agreement with Bank Opportunity Fund. The Bank
Opportunity Fund agreement with Middlefield Banc Corp. is a testament to the strength of our
franchise and our potential in the markets we serve as well as evidence of the confidence of
investors of this caliber in the Ohio community banking industry. The sale of common stock will
strengthen the Companys balance sheet and capital ratios and will allow us to continue executing
our business strategies and seize opportunities as they arise.
Eric D. Hovde, Chief Investment Officer of Bank Opportunity Funds investment adviser, said: We
are very excited to partner with Middlefield Banc Corp.s board of directors and management and to
invest in such a strong community banking organization. We believe that the Ohio market offers
very compelling growth opportunities in the owner-managed business and professional segment. This
investment in Middlefield Banc Corp. was undertaken with the intent not only to grow the franchise
organically, but also with an eye toward participating in Middlefield Banc Corp.s future bank
acquisitions and FDIC-assisted transactions in Ohio.
James R. Heslop, II, Chief Operating Officer of the Company, said: Our Board has been very
impressed by the substantial banking experience and history of investing in community banks that
the principals of Bank Opportunity Fund have. The addition of Eric D. Hovde to the boards of
Middlefield and its subsidiary banks will add substantial expertise to our boards as we consider
acquisition opportunities going forward.
Hovde Acquisition, the merchant banking/private equity business founded in 1994 and based in
Washington, DC, and its affiliated private equity companies have a history and proven track record
of investing in and successfully managing community banks across the United States. Since its
founding in 1994, Hovde Acquisition and its principals have made controlling equity investments in
12 community banks and thrifts as well as four specialty finance companies.
The Stock Purchase Agreement was unanimously approved by the Companys Board of Directors and is
subject to regulatory and shareholder approval and other conditions. Donnelly Penman & Partners
served as sole placement agent for the transaction. Grady & Associates acted as the legal advisor
to Middlefield Banc Corp.
Additional Information
Certain investments discussed above involve the sale of securities in private transactions that
will not be registered under the Securities Act of 1933, as amended, and will be subject to the
resale restrictions under that Act. The Company has agreed to file a registration statement with
the Securities and Exchange Commission to cover resale of the securities to Bank Opportunity Fund.
Such securities may not be offered or sold absent registration or an applicable exemption from
registration. This news release does not constitute an offer to sell or a solicitation of an offer
to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
The Company plans to file with the Securities and Exchange Commission and mail to the Companys
shareholders a proxy statement in connection with the transactions contemplated herein. The
Company and its respective directors and executive officers may be deemed to be participants in the
solicitation of proxies. Information regarding the Companys directors and executive officers is
contained in the Companys proxy statement filed with the Securities and Exchange Commission on
April 4, 2011. The proxy statement will contain important additional information about the Company
and related matters, including the current common stock holdings of the Companys officers and
directors. Shareholders are urged to read the proxy statement carefully when it becomes available.
The written materials described above and other documents filed by the Company with the Securities
and Exchange Commission will be available free of charge from the Securities and Exchange
Commissions website at www.sec.gov.
About Middlefield Banc Corp.
Middlefield Banc Corp. headquartered in Middlefield, Ohio is a multi-bank holding company with
total assets of $639.6 million as of June 30, 2011. The companys lead bank, The Middlefield
Banking Company, operates full service banking centers and a UVEST Financial Services® brokerage
office serving Chardon, Cortland, Garrettsville, Mantua, Middlefield, Newbury, and Orwell. The
company also serves the central Ohio market through its Emerald Bank subsidiary,
with offices in Dublin and Westerville, Ohio. Additional information is available at
www.middlefieldbank.com and www.emeraldbank.com.
This press release of Middlefield Banc Corp. and the reports Middlefield Banc Corp. files with the
Securities and Exchange Commission often contain forward-looking statements relating to present
or future trends or factors affecting the banking industry and, specifically, the financial
operations, markets and products of Middlefield Banc Corp. These forward-looking statements
involve certain risks and uncertainties. There are a number of important factors that could cause
Middlefield Banc Corp.s future results to differ materially from historical performance or
projected performance. These factors include, but are not limited to: (1) a significant increase
in competitive pressures among financial institutions; (2) changes in the interest rate environment
that may reduce interest margins; (3) changes in prepayment speeds, charge-offs and loan loss
provisions; (4) less favorable than expected general economic conditions; (5) legislative or
regulatory changes that may adversely affect businesses in which Middlefield Banc Corp. is engaged;
(6) technological issues which may adversely affect Middlefield Banc Corp.s financial operations
or customers; (7) changes in the securities markets; or (8) risk factors mentioned in the reports
and registration statements Middlefield Banc Corp. files with the Securities and Exchange
Commission. Middlefield Banc Corp. undertakes no obligation to release revisions to these
forward-looking statements or to reflect events or circumstances after the date of this press
release.