EASTON, Md. and ANNAPOLIS, Md., Oct.
22, 2021 /PRNewswire/ -- Shore Bancshares, Inc. (NASDAQ:
SHBI) (the "Company" or "Shore"), the holding company of Shore
United Bank, and Severn Bancorp, Inc. (NASDAQ: SVBI)
("Severn"), the holding company of
Severn Savings Bank, FSB, announced today that, at special meetings
of their respective shareholders held on October 22, 2021, Shore's shareholders
approved the merger of Severn with
and into Shore, with Shore as the surviving corporation (the
"Merger"), and the issuance of shares of Shore's common stock to
the shareholders of Severn
pursuant to that certain Agreement and Plan of Merger, dated
as of March 3, 2021 (the "Merger
Agreement"), by and between the Company and Severn, and Severn's shareholders approved the
Merger Agreement, the Merger, and the compensation payable to the
named executive officers of Severn
in connection with the Merger.
The Company previously announced the receipt of all required
bank regulatory approvals for the consummation of the Merger and
the merger of Severn Savings Bank, FSB, Severn's wholly-owned bank subsidiary, with
and into Shore United Bank, with Shore United Bank as the surviving
institution. Subject to customary closing conditions, the
transaction is expected to be consummated effective as of
October 31, 2021.
Lloyd L. Beatty, Jr., President
and Chief Executive Officer of Shore, commented, "We are pleased to
have received the approval of our shareholders for our acquisition
of Severn and the issuance of
shares of our common stock to Severn's shareholders in connection with our
acquisition, and the approval of the proposed transaction by
Severn's shareholders. We believe
that these voting results are an affirmation of our belief that the
combination of Shore and Severn
will create one of the most attractive commercial banks in and
beyond Maryland with significant
opportunities to enhance the banking experience for the combined
institution's customers and drive increased value for our
shareholders."
About Shore Bancshares, Inc.
Shore Bancshares, Inc. is the largest independent financial
holding company headquartered on the Eastern Shore of Maryland. It is the parent company of Shore
United Bank. The Bank operates 22 full-service branches in
Baltimore County, Howard County, Kent
County, Queen Anne's
County, Talbot County,
Caroline County, Dorchester County and Worcester County in Maryland, Kent
County, Delaware and Accomack
County, Virginia. The Company engages in trust and wealth
management services through Wye Financial Partners, a division
of Shore United Bank.
About Severn Bancorp, Inc.
Severn Bancorp, Inc. is a savings and loan holding
company chartered as a corporation in the state of Maryland in 1990. It conducts business
primarily through three subsidiaries, Severn Savings Bank, FSB,
Mid-Maryland Title Company, Inc. and SBI Mortgage
Company. Founded in 1946, Severn Savings Bank is a
full-service community bank offering a wide array of personal and
commercial banking products as well as residential and commercial
mortgage lending. It has seven branches located in Annapolis, Crofton, Edgewater, Glen
Burnie, Lothian/Wayson's
Corner, and Severna Park.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release may be
considered forward-looking statements regarding the Company,
including its wholly-owned subsidiary Shore United Bank, and the
Company's proposed acquisition of Severn and Severn Savings Bank, FSB. These
forward-looking statements may include: statements regarding the
acquisition, the consideration payable in connection with the
acquisition, and the ability of the parties to consummate the
acquisition. Forward-looking statements are typically identified by
words such as "believe," "expect," "anticipate," "intend,"
"outlook," "estimate," "forecast," "project," "pro forma" and other
similar words and expressions. Forward-looking statements are
subject to numerous assumptions, risks and uncertainties, which
change over time. Forward-looking statements speak only as of the
date they are made. Because forward-looking statements are subject
to assumptions and uncertainties, actual results or future events
could differ, possibly materially, from those that the Company
anticipated in its forward-looking statements and future results
could differ materially from historical performance. Factors that
could cause or contribute to such differences include, but are not
limited to, the possibility: that expected benefits of the
acquisition may not materialize in the timeframe expected or at
all, or may be more costly to achieve; that prior to the completion
of the acquisition or thereafter, Shore's and Severn's respective businesses may not perform
as expected; that the parties are unable to successfully implement
integration strategies; reputational risks and the reaction of the
companies' employees or customers to the transaction; diversion of
management time on acquisition-related issues; that the COVID-19
pandemic, including uncertainty and volatility in financial,
commodities and other markets, and disruptions to banking and other
financial activity, could harm Shore's and Severn's business, financial position and
results of operations, and could adversely affect the timing and
anticipated benefits of the proposed acquisition; and those factors
and risks referenced from time to time in Shore's and Severn's filings with the U.S. Securities and
Exchange Commission (the "SEC"), including Shore's Annual Report on
Form 10-K for the fiscal year ended December 31, 2020,
its Quarterly Reports on Form 10-Q for the periods ended
March 31, 2021 and June 30, 2021, and its other filings
with the SEC, and in Severn's
Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, its Quarterly Reports on Form 10-Q for
the periods ended March 31, 2021 and June 30, 2021, and
its other filings with the SEC. SEC filings are available free of
charge on the SEC's website at www.sec.gov. For any forward-looking
statements made in this press release or in any documents, Shore
and Severn claim the protection of
the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995.
Except to the extent required by applicable law or regulation,
the Company disclaims any obligation to revise or publicly release
any revision or update to any of the forward-looking statements
included herein to reflect events or circumstances that occur after
the date on which such statements were made.
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SOURCE Shore Bancshares, Inc.; Severn Bancorp, Inc.