MVB Financial Corp. Announces Final Results of Tender Offer

MVB Financial Corp. (NASDAQ: MVBF) (“MVB” or the “Company”) announced today the final results of its modified “Dutch auction” tender offer to purchase, for cash, up to $45.0 million of its common stock at a price per share not less than $18.00 and not greater than $20.25, which expired at 5:00 p.m., New York City time, at the end of the day on December 18, 2020.

Based on the final count by Computershare Trust Company, N.A., the depositary for the tender offer, a total of 536,490 shares of MVB’s common stock, $1.00 par value per share, were properly tendered and not properly withdrawn at or below the purchase price of $20.25 per share.

The Company has accepted for purchase 536,490 shares of its common stock at a price of $20.25 per share, for an aggregate cost of approximately $10,863,922, excluding fees and expenses relating to the tender offer. These shares represent approximately 4.5 percent of the shares outstanding as of December 22, 2020.

Computershare Trust Company, N.A. will promptly issue payment for the shares of MVB common stock validly tendered and accepted for purchase in the tender offer.

On or before December 31, 2021, the Company may repurchase from time to time up to $39.2 million of additional shares of common stock, including shares that were not otherwise purchased in the tender offer, under the Company’s previously announced stock repurchase program, which repurchases may occur from time to time, on the open market or otherwise, at such prices and upon such terms as the Company may determine and otherwise in accordance with applicable law. The Company is prohibited by SEC rules from purchasing any additional shares of common stock, other than in the tender offer, until at least ten business days have elapsed after the expiration date. Accordingly, any additional purchases may not be consummated until at least ten business days have elapsed after the tender offer expiration date of December 18, 2020. The Company may also consider from time to time various other means of returning additional excess capital to shareholders, including dividends, tender offers, privately negotiated transactions and/or accelerated share repurchases. The Company’s stock repurchase program may be modified, suspended or discontinued at any time and does not commit the Company to repurchase shares of its common stock that were not otherwise purchased in the tender offer. The actual number and value of the shares to be purchased under the stock repurchase program or through other means of returning additional excess capital will depend on the performance of the Company’s results of operations, financial position and capital requirements, general business conditions, legal, tax and regulatory constraints or restrictions, any contractual restrictions and other factors the Company deems relevant.