Shareholder LetterWednesday, November 28, 2007
Dear Liberty Bank Shareholder:
We have some exciting news for you about your Bank. On November 27th your Board of Directors approved an offer from Century Bank of Parma, Ohio, to merge our Company into theirs in exchange for $45 per share in a combination of cash and stock. The offer is contingent upon Century Bank's successful conversion from a mutual Savings and Loan company to a publicly traded Federal stock Savings and Loan, your approval as shareholders, and multiple regulatory approvals. As a first step, on November 27th, Century Bank's Board of Directors adopted a plan to convert from the mutual to stock form of organization. Upon completion of the transaction, Liberty Bank will assume the name Century Bank, and the headquarters will be located at the present Liberty Bank headquarters location in Beachwood.
As we reported at our 2007 Annual Meeting of Shareholders, 2006 was the most profitable year in the history of Liberty Bank. We anticipate a profit of $1.8 million for 2007, well in excess of the record profits of 2006. This positive momentum should carry through to 2008 and, with the additional deposits, capital, and product offering of the merger, provide a platform for even greater profit growth.
The 'merger of equals' between Liberty and Century will create a new bank:
- Approximately $400 million in assets
- 8 branch offices
- Expanded product offering
- Increased capital
- Larger lending limits
- Retain a high level of customer service.
You will receive a document spelling out the detail of the proposed merger and asking for your approval in the near future. We are anticipating that, subject to all approvals, the transaction will close in the second quarter of 2008.
We have enclosed a copy of the joint press release which has additional detail. It is also available on our website -- www.libertybankna.com. The Bank will conduct two shareholder only meetings in December to answer questions about the merger. The first will be conducted on December 7th at 3:30 PM in the amphitheatre located in the lower level of Signature Square, 25101 Chagrin Blvd., which is the building next door and west of the Bank's headquarters. The second will be held on December 20th at 5:30 PM at the same location.
Please respond to Janet Hendlin at email@example.com or telephone her at (216) 359-5504 as to your attendance.
Please feel free to call me directly at 216-359-5540, and I'll be glad to answer any questions you have about the transaction. We appreciate your continued support.
William A. Valerian
Chairman of the Board, President and Chief Executive Officer