Rosedale Federal Savings & Loan Association (“Rosedale Federal”) and CBM Bancorp, Inc. (“CBM Bancorp”) (OTCMKTS- “CBMB”) jointly announced the signing of a definitive merger agreement pursuant to which Rosedale Federal will acquire CBM Bancorp, the Baltimore, Maryland, based holding company and parent of Chesapeake Bank of Maryland, in an all-cash transaction for an aggregate purchase price of $64.4 million.
Under the terms of the merger agreement, which has been approved unanimously by the boards of directors of both entities, stockholders of CBM Bancorp will be entitled to receive $17.75 in cash for each share of CBM Bancorp common stock they own.
“This is a very exciting time for Rosedale Federal as this transaction will provide immediate additional size and scale, along with a larger footprint for additional growth opportunities,” said Kevin Benson, President and CEO of Rosedale Federal. “Evaluating opportunities in our marketplace has been part of our strategic plan for some time; now we have the opportunity to seize on an interesting time for local banks. The acquisition of CBM Bancorp truly makes sense when we look at how our businesses align on mortgage lending and deposits, along with branch locations that allow us to provide a strong financial benefit to our customers.”
Joseph Solomon, President of CBM Bancorp, said, “With local banking consolidation continuing and the additional headwinds facing our industry, we felt it was the right time for us to consider a partner. Rosedale Federal offers the scope of services, the community commitment, and the size that will provide the kind of community banking experience our customers expect. We both have a rich history in the Baltimore area and are excited to become a part of the Rosedale Federal family.”
The transaction will expand Rosedale Federal’s footprint in Maryland and complement its ongoing strategy of continuous growth to benefit account holders and drive business goals, as well as offer Chesapeake Bank of Maryland’s customers a larger banking network and more convenient banking options.
In connection with the execution of the merger agreement, Rosedale has entered into stockholder agreements with the directors and executive officers of CBM Bancorp. Subject to the terms and conditions of the stockholder agreements, these parties have agreed to vote their shares in favor of the transaction.
The merger is expected to be consummated during the first half of 2022, after the satisfaction of customary closing conditions, including regulatory approvals and the approval of CBM Bancorp’s stockholders.
Mr. Benson continued, “This is an exceptional fit for Rosedale Federal. The combined assets of both companies will enhance our proven ability to serve our community, while enriching our customer and employee experience.”
Performance Trust Capital Partners, LLC is serving as financial advisor, and Luse Gorman, PC is serving as legal counsel to Rosedale Federal in this transaction.
Piper Sandler & Co. is serving as financial advisor, and Jones Walker LLP, Washington, DC, is serving as legal counsel to CBM Bancorp.
