As per the deal, Western Reserve Bancorp, holding company for Western Reserve Bank, will be merged into Westfield Bank, Westfield Bancorp’s wholly-owned subsidiary bank and an affiliate of Westfield Insurance.
According to the merger agreement, the common shareholders of Western Reserve Bancorp will receive $29 per share, subject to adjustment as provided in the agreement while the aggregate merger consideration, including payment for options to purchase common shares of Western Reserve Bancorp, is $18,040,000.
Westfield will remit almost $4,950,000 in preferred stock held by the US Department of the Treasury as a result of Western Reserve Bancorp’s participation in the Capital Purchase Program.
The transaction will close in the fourth quarter of 2012, subject to a number of typical conditions including regulatory approval and approval by the shareholders of Western Reserve Bancorp.
The community bank said that the integrated operations will enable them to boost their footprint in community banking institutions and mark Westfield Bank’s initial expansion into Cuyahoga County.
Commenting on the deal, Westfield Bank chairman and bank leader Jon Park said, "Our combined staff and resources will enhance our ability to provide a unique level of professional, relationship-driven banking services to our commercial and personal customers."
After completion of the consolidation, the new entity will have offices in Westfield Center, Medina, Akron, Canton, Wooster and Brecksville with nearly $800m in total assets.
Austin Associates, served as financial advisor to Western Reserve Bancorp and Shumaker Loop & Kendrick, is counsel to Western Reserve Bancorp in connection with the transaction.
ParaCap Group, worked as financial advisor to Westfield Bancorp with Critchfield, Critchfield & Johnston, as its counsel.
