Main Street and Main Street Bank will merge with and into Wayne and Wayne Savings Community Bank to create a combined company, dubbed Main Street Financial Services, and a combined bank, named Main Street Bank
Wayne to merge with Main Street. (Credit: Tumisu from Pixabay)
Wayne Savings Bancshares, the parent company of Wayne Savings Community Bank, has signed an agreement to merge with and into Main Street Financial Services, the holding company of Main Street Bank, in an all-stock transaction valued at around $68m.
Under the terms of the merger agreement, Main Street and Main Street Bank will merge with and into Wayne and Wayne Savings Community Bank.
The combined company will operate under the name, Main Street Financial Services, and the combined bank will operate under the brand name, Main Street Bank.
Main Street shareholders will own about 47.5% and Wayne shareholders around 52.5% of outstanding shares of the combined company.
The combined entity will be based in Wooster, Ohio, and its shares will trade under the Main Street ticker symbol MSWV on the OTC Markets (OTCQX).
It will have a Board of Directors with 13 members, of which seven directors will be appointed by Wayne and six by Main Street.
The transaction, which has been unanimously approved by the boards of directors of both companies, is expected to close in the second half of 2023
Its closing is subject to the satisfaction of certain customary closing conditions, including regulatory approvals and approvals from both Wayne and Main Street shareholders.
Wayne executive chairman Mark Witmer said: “We are bringing together two high-performing community banks that have similar values and proven track records of growth and building shareholder value.
“We share a commitment to the communities in which we operate and are dedicated to delivering the best products and services to our customers.
“This combination is poised to deliver long-term value for our shareholders, customers, employees and communities and provide opportunities for future expansion.”
As part of the deal, Wayne’s current executive chairman Mark R Witmer will be appointed as the Board of Directors executive chairman for the combined company.
Main Street chairman Nicholas A Sparachane will be appointed as vice chairman.
Wayne president and chief executive officer James R VanSickle II, and executive chairman Mark Witmer will continue in the same position for the combined company.
VanSickle will also serve as chief executive officer of the combined bank, and as interim chief financial officer of the combined company and subsidiary bank.
Wayne president and chief executive officer James VanSickle II said: “The increased capabilities, scale and profitability of the combined organization will enable us to invest in the future, better serve our customers and compete for market share within the growing communities we serve.”
Main Street chief executive officer Richard A Lucas will be appointed as president of the combined bank subsidiary.
In addition, Main Street executive vice president and chief business and risk officer Todd J Simko will serve as executive vice president and chief operating officer.
Dinsmore & Shohl served as legal counsel, and Piper Sandler & Co. as financial advisor to Wayne, and delivered a fairness opinion to the company’s Board of Directors.
Jackson Kelly served as legal counsel and Raymond James & Associates as financial advisor to Main Street and delivered a fairness opinion to its Board of Directors.