Press ReleaseTuesday, November 27, 2007
November 27, 2007; Cleveland, Ohio -- Century Bank, Parma, Ohio, announced today that it has entered into a definitive agreement to merge with Liberty Bank, N.A., Beachwood, Ohio. In conjunction with the merger, the Board of Directors of Century Bank has adopted a plan of conversion to convert from the mutual to stock form of organization.
Century Commercial Bancorp, Inc. (the "Company") is being organized to facilitate the conversion and offer shares of common stock to depositors of Century Bank as of September 30, 2006, and others in a subscription and community offering. The number and price of the shares to be issued in the conversion offering will be based on an independent appraisal that has yet to be performed.
Pursuant to the terms of the merger agreement, Liberty Bank shareholders will receive $45.00 per share, in the form of Company common stock, cash or a combination of cash and stock, subject to the election and proration procedures set forth in the merger agreement requiring that 50% of the Liberty Bank shares will be exchanged for Company common stock and 50% of the Liberty Bank shares will be exchanged for cash.
The merger agreement has been approved by the Boards of Directors of Century Bank and Liberty Bank. The merger is subject to the approval of the shareholders of Liberty Bank, the depositors of Century Bank, the approval of bank regulatory authorities and other customary conditions. The merger is also subject to the completion of the Century Bank conversion and Company share offering. The conversion, offering and merger are expected to be completed in the second quarter of 2008 and will be consummated simultaneously.
In announcing the transaction, Jeffrey J. Calabrese, President and Chief Executive Officer of Century Bank, said, "Our simultaneous conversion into a stock institution and merger with Liberty Bank mark a pivotal point in the history of Century Bank. This transaction not only combines two well-respected community banking organizations creating a combined franchise with nearly $400 million in assets, but also provides our depositors and employees the ability to benefit as shareholders in the combined organization. The additional capital we raise in the offering will help support future growth as we continue our development as a full-service community bank."
William A. Valerian, Chairman of the Board, President and Chief Executive Officer of Liberty Bank, N.A., stated, "Consistent with our recent record of rapid but controlled growth within the local community, this 'merger of equals' with Century Bank will enhance our ability to continue on that path. Our customers will benefit from our expanded market presence -- with a combined total of eight branches in the greater Cleveland area -- and from the increase in regulatory lending limit. We are pleased to be associated with an organization known for its dedication to the community, which is a primary tenet of the founders of Liberty Bank."
Mr. Valerian will serve as Chairman and CEO of Century Commercial Bancorp, and Century's current Chairman, Volodomyr Bazarko, will serve as Vice Chairman, with Mr. Calabrese serving as President and COO. Mr. Bazarko will continue to serve as Chairman of Century Bank, with Mr. Valerian as Vice Chairman and Mr. Calabrese as President and CEO. Richard C. Ebner, Liberty Bank's current COO and CFO, will serve as CFO of Century Commercial Bancorp and COO and CFO of Century Bank. Six current Liberty Directors will join the Century Commercial Bancorp and Century Bank Boards. Century Bank is being advised by RP Financial, LC., and the law firm Silver Freedman & Taff, L.L.P. Liberty Bank is being advised by Stifel, Nicolaus & Company, Incorporated and the law firm Hahn Loeser & Parks LLP.
About Century Bank
Century Bank is a community-based, full-service financial institution founded in 1919 and headquartered in Parma, Ohio. Century Bank offers a complete line of mortgage loan and consumer banking products to customers in northeast Ohio through its five retail banking offices in Cuyahoga, Lake and Medina counties. As of September 30, 2007, Century Bank had total assets of $146.1 million, total deposits of $129.5 million and retained earnings of $15.5 million. Additional information about Century Bank is available on its website, www.centurybankoh.com.
About Liberty Bank, N.A.
Liberty Bank, N.A., a nationally chartered commercial bank, headquartered in Beachwood, Ohio, was organized in 1990. Liberty Bank is a full-service community national bank with assets of $228.0 million, total deposits of $205.5 million and retained earnings of $20.1 million, as of September 30, 2007. With offices in Beachwood, Solon and Twinsburg, Ohio, the independently owned bank serves local consumers and privately-held businesses with sales of up to $25 million. Additional information about Liberty Bank is available on its website, www.libertybankna.com.
This news release contains certain forward-looking statements. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like "believe," "expect," "anticipate," "intend," "plan," "estimate" or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could" or "may." Forward-looking statements, by their nature, are subject to risks and uncertainties. A number of factors could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Century Bank and Liberty Bank do not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events.