PB Financial Corporation and Coastal Bank & Trust Announce Signing of Strategic Merger Agreement

Merger will form $1.1 billion bank with ten full-service offices, all in North Carolina.

ROCKY MOUNT, NC and JACKSONVILLE, NC / ACCESSWIRE / August 30, 2023 / PB Financial Corporation ("PB Financial") (OTCQX:PBNC), the holding company for Providence Bank ("Providence"), and Coastal Bank & Trust ("Coastal") jointly announce the signing of a definitive strategic merger agreement. In the 75% stock and 25% cash transaction, Coastal will merge into Providence, expanding PB Financial to approximately $1.1 billion in assets, $874 million in loans, and $893 million in deposits based on publicly reported consolidated financial information as of June 30, 2023.

Coastal shareholders may elect to receive either $10.00 in cash or 0.2222 shares of PB Financial common stock for each share of Coastal common stock that is exchanged in the merger, subject to a proration if either election is oversubscribed. The aggregate combined stock and cash merger consideration Coastal shareholders will receive in the merger is valued at approximately $25.8 million. The merger agreement was unanimously approved by the Boards of Directors for both companies, and the merger is expected to be completed in the second quarter of 2024, subject to required shareholder and regulatory approvals, and other customary closing conditions.

The combined bank will operate under the Providence name, be headquartered in Rocky Mount, North Carolina, and include ten full-service offices serving North Carolina communities from the capital to the coast: Holly Ridge, Jacksonville, Morehead City, Nashville, Raleigh, Richlands, Rocky Mount (2 locations), Tarboro and Wilson, with a loan production office in New Bern. The merger will create a strong community bank with a higher lending limit and expanded product offerings. Both management teams anticipate the resulting bank will create meaningful opportunities for further growth and profitability, as well as long-term value, benefiting customers, employees, shareholders, and the communities served.

PB Financial President and Chief Executive Officer Ted E. Whitehurst said, "We look forward to welcoming Coastal Bank & Trust team members, customers, and shareholders to PB Financial. This merger unites two community banks that have a shared vision for personal service, where customers and bankers know and appreciate each other. Businesses and individuals alike value the speed and efficiency of having their banking decisions made locally by people who know and love the communities they serve. Each Coastal Bank & Trust team member will be offered a position at Providence, as we value their professional experience as well as their market and customer knowledge."