BV Financial, Inc. (OTC Pink: BVFL), the parent company of BayVanguard Bank, and North Arundel Savings Bank, announced today that they have entered into a definitive merger agreement whereby North Arundel Savings Bank will merge with and into BayVanguard Bank with BayVanguard Bank as the suriving entity.
Under the terms of the Merger Agreement, depositors of North Arundel Savings Bank will become depositors of BayVanguard and will have the same rights and privileges in Bay-Vanguard, M.H.C., the mutual holding company parent of BV Financial, as if their accounts had been established in BayVanguard on the date established at North Arundel Savings Bank. As part of the transaction, BV Financial will issue additional shares of its common stock to Bay-Vanguard, M.H.C. in an amount equal to the fair value of North Arundel Savings Bank as determined by an independent appraisal. These shares are expected to be issued immediately prior to completion of the merger.
The transaction is expected to be accretive to BV Financial’s 2022 earnings per share.
“We are very excited about partnering with North Arundel Savings Bank. This transaction will be our fourth strategic combination in three years and strengthens our presence in Anne Arundel County,” said David M. Flair, co-President and Chief Executive Officer of BV Financial.
“We are very pleased to join BayVanguard Bank,” said North Arundel Savings Bank President, Machteld V. Thomas. “We believe our customers will benefit from this partnership with increased branch locations and broader product and services while still preserving the personal and excellent service that is the hallmark of a local, community bank.”
There will be no change in the management of BV Financial or BayVanguard Bank as a part of the transaction. North Arundel Savings Bank’s existing branch office will become a branch office of BayVanguard Bank. Following the merger, Machteld V. Thomas will be added to the Boards of Directors of each of Bay-Vanguard, M.H.C., BV Financial, Inc. and BayVanguard Bank. The merger is expected to increase BV Financial’s consolidated assets from approximately $801 million at June 30, 2021 to $848 million.
Completion of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals and the approval of North Arundel Savings Bank’s members. The transaction has been unanimously approved by the Boards of Directors of each entity and is expected to close in the fourth quarter of 2021 or the first quarter of 2022.
Luse Gorman, PC, served as legal advisor to BayVanguard Bank. Gordon Feinblatt LLC acted as legal advisor to North Arundel Savings Bank.
About BV Financial, Inc. and BayVanguard Bank
BV Financial, Inc. (OTC Pink: BVFL) is the parent company of BayVanguard Bank. BayVanguard Bank is headquartered in Edgemere, Maryland with sixteen other branches in the Baltimore metropolitan area and the Eastern Shore of Maryland. The Bank is a full-service community-oriented financial institution dedicated to serving the financial service needs of consumers and businesses within its market area. For additional information, visit its website at www.bayvanguard.com.
About North Arundel Savings Bank
North Arundel Savings Bank is a Maryland chartered mutual savings bank located in Pasadena, Maryland serving its community since 1956. For additional information, visit its website at www.northarundelsavingsbank.com.
