Posted on 2/23/2023 8:16:00 AM

Wayne Savings Bancshares, Inc. and Main Street Financial Services Corp. announce Merger of Equals transaction, creating a community bank with assets in excess of $1.3 billion

Highlights of the Announced Transaction:

Pro forma assets of approximately $1.35 billion and a combined market capitalization of approximately $130 million.
The combined company will have 18 branches, with a retail and lending presence covering Wooster, Ohio to Wheeling, West Virginia with exposure to the major metropolitan areas of Cleveland, Akron, Canton, Youngstown, and Pittsburgh.
Meaningful synergies should create significant EPS accretion for each company’s shareholders.
Like-minded institutions coming off record 2022 earnings with strong cultural alignment and a deep commitment to shareholders, customers, employees, and communities.

Wooster, OH and Wheeling, WV, February 23, 2023 /PRNewswire/ -- Wayne Savings Bancshares, Inc. (OTCQX: WAYN) ("Wayne"), the holding company of Wayne Savings Community Bank and Main Street Financial Services Corp. (OTCPK: MSWV) ("Main Street"), the holding company of Main Street Bank Corp., today announced they have entered into an Agreement and Plan of Merger (the “Agreement”) under which Wayne will merge with and into Main Street in an all-stock transaction valued at approximately $68 million, which equates to $30.53 per Wayne share based on Main Street’s stock price of $17.50 as of February 22, 2023. As part of the merger, the operating bank subsidiary of Main Street, Main Street Bank Corp., will merge with and into the operating bank subsidiary of Wayne, Wayne Savings Community Bank. The combined bank will be branded as Main Street Bank. The transaction is expected to be approximately 40% accretive to Main Street’s earnings per share on a fully phased-in basis, excluding merger charges and approximately 16% accretive to Wayne’s earnings per share on a fully phased-in basis, excluding merger charges, on an exchange ratio-adjusted basis. Main Street also expects to increase its quarterly dividend to approximately $0.13 per share after closing.

Mark Witmer, Executive Chairman of Wayne, commented, “We are excited to announce this transformational merger with Main Street Financial Services Corp. 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.”

James VanSickle II, President and Chief Executive Officer of Wayne, stated, “The merger of these two well-capitalized institutions is an excellent strategic fit. We have found a like-minded partner that understands the dreams and aspirations of our customers and is committed to preserving the tradition of community banking. 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.”

Nick Sparachane, Chairman of Main Street, commented, “This is an exciting transaction that brings together two strong financial institutions with deep-rooted ties to the communities in which they operate. The merger provides Main Street shareholders with the opportunity to participate in the upside potential created by combining these growth-oriented companies. Culturally, Main Street and Wayne are aligned and focused on providing excellent service and building long-term relationships with our customers.”

Richard Lucas, President and Chief Executive Officer of Main Street, stated, “We are excited to partner with Wayne Savings Community Bank with whom we share a service culture, community-minded focus and a commitment to our shareholders. This combination is a true merger-of-equals, bringing together two high-performing community banks which better positions us to serve our collective customers. The transaction provides outstanding financial benefits and enables us to enhance value for our customers, our communities, our employees and our shareholders. The combined bank will unify under the Main Street Bank name at the completion of the merger.”

Transaction Details
Under the terms of the definitive agreement, which was unanimously approved by the boards of directors of both companies, holders of WAYN common stock will have the right to receive 1.7446 shares of MSWV common stock. Existing Main Street shareholders will own approximately 47.5% of the outstanding shares of the combined company and Wayne shareholders are expected to own approximately 52.5% of the combined company.

Name, Branding, Headquarters and Markets
The combined company will trade under the Main Street ticker symbol "MSWV" on the OTCQX, and will operate under the "Main Street Financial Services Corp." name, and the combined bank will operate under the "Main Street Bank Corp." name. The administrative and bank headquarters of the combined company will be in Wooster, Ohio.

Governance and Leadership
The combined company's Board of Directors will have thirteen directors, consisting of seven directors from Wayne and six directors from Main Street.

Mark R. Witmer, Wayne’s current Executive Chairman, will serve as Executive Chairman of the combined company Board of Directors.
Nicholas A. Sparachane, Main Street’s current Chairman, will serve as Vice Chairman of the combined company Board of Directors.

The combined company will be led by an experienced management team that is comprised of individuals with significant financial services industry experience, including Executive Chairman Witmer and:

James R. VanSickle II, Wayne’s current President and Chief Executive Officer, will serve as President and Chief Executive Officer of the combined company and Chief Executive Officer of the combined subsidiary bank. Mr. VanSickle will also serve as the interim Chief Financial Officer of the combined company and subsidiary bank.
Richard A. Lucas, Main Street’s current Chief Executive Officer, will serve as President of the combined bank subsidiary.
Todd J. Simko, Main Street’s current Executive Vice President & Chief Business & Risk Officer, will serve as Executive Vice President and Chief Operating Officer of the combined bank subsidiary.

Timing and Approvals
Promptly after the date of this announcement, Main Street and Wayne will prepare a joint proxy statement to be presented to the shareholders of each of Main Street and Wayne, seeking approval of the transaction. If an exemption from registration under the Securities Act of 1933 is not reasonably and satisfactorily available for the issuance of the shares of Main Street common stock, Main Street and Wayne will cooperate in the preparation and filing with the SEC a Form S-4 registration statement for the Main Street shares. The transaction is expected to close in the second half of 2023, subject to satisfaction of customary closing conditions, including regulatory approvals and approvals from both of Wayne and Main Street shareholders. Directors and certain executive officers of both companies have entered into voting support agreements to vote their shares in favor of the proposed transaction.

Advisors
Piper Sandler & Co. acted as financial advisor to Wayne and delivered a fairness opinion to the Board of Directors of Wayne. Dinsmore & Shohl LLP served as legal counsel to Wayne. Raymond James & Associates acted as financial advisor to Main Street in the transaction and delivered a fairness opinion to its Board of Directors. Jackson Kelly PLLC served as legal counsel to Main Street.

About Wayne Savings Bancshares, Inc.
Wayne Savings Bancshares, Inc. operates as the holding company for Wayne Savings Community Bank that provides personal and business banking products and services to individuals, businesses, and other organizations. The company offers checking, savings, money market, and term certificate accounts, as well as certificates of deposit. It also provides residential mortgage, commercial, installment, residential and nonresidential real estate, commercial real estate, residential construction, multi-family real estate, land, commercial business, consumer, home, home equity, auto, recreational vehicle, personal, furniture and appliance, agriculture, and term loans, as well as lines of credit, government guaranteed programs, and standby letters of credit. In addition, the company offers financial planning, retirement planning, investment advisory, insurance, and wealth management and trust services. Further, it provides overdraft protection, re-order check, remote deposit capture, merchant, sweep, online and mobile banking, and bill pay services, as well as debit, credit, and gift cards. The company operates thirteen full-service banking locations in the communities of Wooster, Ashland, Millersburg, Rittman, Lodi, North Canton, Creston, Fredericksburg, Washingtonville, and Dalton, Ohio. Wayne Savings Bancshares, Inc. was founded in 1899 and is based in Wooster, Ohio.

About Main Street Financial Services Corp.
Main Street Financial Services Corp. operates as the financial services holding company for Main Street Bank Corp. that provides various banking products and services. It offers checking and savings accounts; and various loans, such as commercial, real estate, installment, consumer, and residential loans, as well as personal lines of credit. The company also provides other services, including wire transfers, ATM, business money market, Internet banking, safe deposit boxes, non-profit accounts, and renaissance services of CDs. It serves to business communities, professionals, and individuals. The company operates five full-service banking locations in the communities of Wheeling, Wellsburg and Moundsville, West Virginia and Toronto, Ohio. Main Street Financial Services Corp. was founded in 2001 and is based in Wheeling, West Virginia.

Forward-Looking-Statements
This release contains forward-looking statements that are not historical facts and that are intended to be “forward-looking statements” as that term is defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include, but are not limited to, statements about the Company’s plans, objectives, expectations and intentions and other statements contained in this release that are not historical facts and pertain to the Company’s future operating results. When used in this release, the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions are generally intended to identify forward-looking statements. Actual results may differ materially from the results discussed in these forward-looking statements, because such statements are inherently subject to significant assumptions, risks and uncertainties, many of which are difficult to predict and are generally beyond the Company’s control. These include but are not limited to: the possibility of adverse economic developments that may, among other things, increase default and delinquency risks in the Company’s loan portfolios; shifts in interest rates; shifts in the rate of inflation; shifts in the demand for the Company’s loan and other products; unforeseen increases in costs and expenses; lower-than-expected revenue or cost savings in connection with acquisitions; changes in accounting policies; changes in the monetary and fiscal policies of the federal government; and changes in laws, regulations and the competitive environment. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

Wayne Savings Bancshares, Inc.

James R. VanSickle, II

President and Chief Executive Officer

330-264-5767