Centreville Bank, a Rhode Island-chartered savings bank, and PB Bancorp, Inc. (NASDAQ Capital Market: PBBI) jointly announced today that they have entered into a definitive merger agreement for Centreville Bank to acquire PB Bancorp and its wholly owned subsidiary, Putnam Bank, in a transaction valued at approximately $115.5 million. The parties anticipate the proposed transaction will close in the first or second quarter of 2020.
Under the terms of the agreement, shareholders of PB Bancorp will receive $15.25 in cash per share. The merger consideration represents approximately 145% of PB Bancorp's tangible book value as of June 30, 2019. The transaction is subject to customary closing conditions, including the receipt of regulatory approvals and approval by the shareholders of PB Bancorp, Inc.
Harold M. Horvat, President, CEO and Chairman of Centreville Bank, stated: "Bringing Putnam Bank into the Centreville Bank family makes great strategic sense, business sense, and cultural sense. Our two organizations share many common traits, including being solid fiscally, making decisions that are customer centric, and having an unwavering commitment to the communities that make up our market area. We feel that our entry into Eastern Connecticut through Putnam Bank is a 'win/win' for both institutions."
"This transaction provides excellent value to our shareholders. We are excited to become part of Centreville Bank and we believe that this partnership will be beneficial to our employees, customers and communities," said Tom Borner, President and CEO of PB Bancorp and Putnam Bank. "We look forward to partnering with the talented people of Centreville Bank to combine the best of both of our organizations and assuring that our customers and communities will benefit from the wide range of products and commitment to service provided by Centreville Bank."
The combined organization will have approximately $1.78 billion in assets and $1.31 billion in deposits. Upon completion of the transaction, one current member of the board of directors of PB Bancorp will be appointed to serve as a member of the Board of Trustees of Centreville Bank. Following completion of the merger, the current branches of Putnam Bank will remain open and will conduct business under the trade name "Putnam Bank, a Division of Centreville Bank."
Boenning & Scattergood, Inc. acted as financial advisor to Centreville Bank and Keefe, Bruyette & Woods, a Stifel Company, acted as financial advisor to PB Bancorp, Inc. and rendered a fairness opinion to the Board of Directors of PB Bancorp, Inc. in conjunction with this transaction. Nutter McClennen & Fish LLP served as legal counsel to Centreville Bank, and Luse Gorman, PC served as legal counsel to Putnam Bank and PB Bancorp, Inc.
About Centreville Bank
Founded in 1828 and headquartered in West Warwick, Rhode Island, Centreville Bank is a full-service mutual bank operating through seven branch locations in Coventry, Cranston, East Greenwich, Narragansett, North Kingstown, West Greenwich, and West Warwick, with total assets of $1.25 billion as of June 30, 2019. For more information, please visit www.centrevillebank.com.
About PB Bancorp, Inc. and Putnam Bank
PB Bancorp, Inc., headquartered in Putnam, Connecticut, is the parent of Putnam Bank, a state-chartered stock savings bank founded in 1862. The Bank offers a wide range of financial services through its eight full-service offices. Putnam Bank also operates a full-service loan center in Putnam, Connecticut. The Bank's deposits are insured by the Federal Deposit Insurance Corporation. PB Bancorp, Inc.'s common stock trades on the NASDAQ Capital Market under the symbol "PBBI".









