Summit Financial Group, Inc. to Acquire Cornerstone Financial Services, Inc. and Its Wholly-Owned Subsidiary, Cornerstone Bank, Inc.
MOOREFIELD, W.Va. and WEST UNION, W.Va.–(GLOBE NEWSWIRE)–Summit Financial Group, Inc. (“Summit”) (NASDAQ: SMMF) and Cornerstone Financial Services, Inc. (“Cornerstone”) announce the signing of a definitive merger agreement between Summit and Cornerstone.
Pursuant to the terms of the merger agreement, Summit will acquire all of the outstanding shares of common stock of Cornerstone in exchange for cash in the amount of $5,700.00 per share or 228 shares of Summit common stock, resulting in an aggregate transaction value of approximately $28.5 million. Cornerstone shareholders will have a right to receive cash, Summit’s common stock or a combination of cash and Summit common stock, subject to proration to result in 50% cash and 50% stock consideration in the aggregate. Total merger consideration received by Cornerstone shareholders is subject to an adjustment if Cornerstone’s adjusted shareholders’ equity as of the effective date of the merger deviates from the range mutually determined by the parties.
The transaction has been unanimously approved by each company’s board of directors and is expected to close early in 2020, pending regulatory approvals and the approval of Cornerstone’s shareholders. Following consummation of the merger, Cornerstone’s wholly-owned subsidiary, Cornerstone Bank, Inc., will be consolidated with Summit’s bank subsidiary, Summit Community Bank, Inc. In addition, Lorraine L. Brisell, Cornerstone’s current President, will join Summit as Market President of Summit.