Double Bottomline Corp. enters into definitive agreement to purchase Community Savings Bancorp, Inc.
CALDWELL, Ohio, June 9, 2021 / PRNewswire / – Double Bottomline Corp. (“DB”) and Evan M. Pierre have entered into a definitive agreement with Community Savings Bancorp, Inc. (OTC: CCSB) and its wholly owned subsidiary, Community Savings, a federal savings and loan association, to acquire Community Savings Bancorp, Inc. (“CCSB”) , the registered savings and loan company for community savings.
The aggregate merger consideration for the transaction is $ 9.5 million, subject to adjustment as provided for in the final agreement. The CCSB currently estimates that, without any adjustment, this will result in approximately $ 22.76 per share to current holders of CCSB common shares. However, the estimated consideration per share may be subject to significant adjustment depending on various factors including, but not limited to transaction costs and whether the organization achieves CDFI status as defined. below. Therefore, CCSB shareholders should not assume that they will receive $ 22.76 per share at the closing of the transaction.
Community Savings operates a full service branch in Caldwell, Ohio. From March 31, 2021, the DGSCC reported $ 59.58 million in total assets and total equity of $ 7.79 million. The proposed transaction will merge CCSB into a wholly owned subsidiary of DB, CCSB surviving the merger. Upon completion of the proposed transaction, DB will own 100% of the outstanding shares of CCSB and its banking subsidiary, Community Savings.
As part of the proposed transaction, Community Savings has applied to the US Treasury Department to become a Community Development Financial Institution (“CDFI”). The transaction will expand Community Savings’ mission to serve low to moderate income census tracts and extend its products and services to the under-banked and unbanked. Mr. Stone intends to maintain Community Savings’ current footprint and looks forward to serving the needs of its markets.
Evan M. Pierre, President and CEO of DB, said, “Today is an incredible milestone in the evolution of our vision. We are honored to begin the process of doing our part to meet the needs of so many who lack basic banking products and services. . Making Community Savings a CDFI is one step in this process. We are grateful to the leadership team at Community Savings and are excited to bring together our visions to responsibly serve our communities. We are delighted that Community Savings becomes a CDFI and the future leadership team we have on board. John Gulas, a seasoned banking executive, will team up with the current leadership of Community Savings, Alvin B. Parmiter, in his capacity as managing director. Together they bring a tremendous experience to successfully steer Community Savings into the future. ”
Alvin B. Parmiter, President and CEO of CCSB and Community Savings, said, “We are delighted to join Mr. Stone. We believe this transaction will improve our ability to provide superior service to our customers and to our community. Our customers need to be assured that they will continue to see the same friendly faces they always have, except that now we will be able to offer additional cutting edge products and services. This is good news for our community because no jobs will be lost and the bank will have a lot more financial strength. “
The transaction is subject to customary closing conditions, including receipt of approvals from the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the shareholders of CCSB. We currently expect the transaction to close in the fourth quarter of 2021.
DB and M. Stone are advised by Hunton Andrews Kurth LLP as legal counsel. CCSB and Community Savings are advised by Boenning & Scattergood as financial advisor and Luse Gorman, PC as legal advisor.
About Double Bottomline Corp., Evan M. Pierre and Jean Gulas
Evan M. Pierre is the President, CEO and Sole Shareholder of DB, the proposed holding company for CCSB and its wholly owned savings and credit association, Community Savings, upon completion of the proposed transaction.
Mr. Stone has over 20 years of experience in financial services, with over 12 years of executive leadership in the mortgage banking industry. In 2004, he founded Pacific Union Financial, LLC (“Pacific Union“), a national issuer and manager of non-bank residential mortgage loans, which has become one of the top 25 in the country. For two significant periods during Pacific Union Historically, he served as President and CEO, navigating a multitude of changing economic, market and systemic conditions, ultimately selling the company to M. Cooper Group, Inc. (Nasdaq: “COOP”) as part of ‘a transaction that closed in February 2019 Today he is a fund manager at EMS Fund I, LLC, a Texascompany based on the support of its family office, which focuses on investments in financial services and related technology companies.
Mr. Gulas has over 30 years of senior management experience in the banking industry. Mr. Gulas is currently a director on the board of directors of Quontic Bank and former president and CEO of Trinity Capital Corporation (“Trinity”) in Los Alamos, New Mexico, where he transformed Trinity’s wholly-owned banking subsidiary, Los Alamos National Bank, under several SEC and OCC orders, ultimately selling the bank for more than double its book value.
About Community Savings Bancorp, Inc. and Community Savings
CCSB has been the holding company of Community Savings since 2017. Community Savings has operated continuously in Caldwell, Ohio since its founding in 1885. Community Savings operates from its full-service office in Caldwell, Ohio, which is located in Noble County in the south-east Ohio, and its main market is Noble County, Ohio. To a lesser extent, Community Savings is also the originator of loans in the neighboring town of Guernsey, Monroe and Washington Counties, Ohio, and Wood County, West Virginia.
Important Cautions Regarding Forward-Looking Statements
This press release contains forward-looking statements relating to the business and expected future events or future performance of CCSB, Community Savings and DB and involve known and unknown risks, uncertainties and other factors that may cause its actual results, its levels of activity, performance or achievements to differ materially from any future results, level of activity, performance or achievement expressed or implied by such forward-looking statements. Words such as, but not limited to, “believe”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “targets”, “likely” , “Will”, “would”, “could”, and similar expressions or phrases identify forward-looking statements. Factors that could cause actual results to differ materially from projections, forecasts, estimates and expectations of management include, but are not limited to: fluctuations in market interest rates and the prices of loans and deposits, adverse changes in the overall national economy as well as conditions in local market areas, including due to the coronavirus pandemic, the ability to complete the transaction and recognize the expected benefits and synergies, maintaining and the development of well-established and valued customer relationships and relationships with referral sources, and the acquisition or loss of key production personnel. Although management believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be incorrect. Accordingly, management of DB or CCSB cannot guarantee that the results contemplated in the forward-looking statements will be achieved. The inclusion of such forward-looking information should not be construed as a representation by DB, Community Savings or CCSB or any person that contemplated future events, plans or expectations will be realized. All subsequent written and oral forward-looking statements attributable to DB, Community Savings or CCSB or any person acting on their behalf are expressly qualified in their entirety by the above cautionary statements. Forward-looking statements are made as of the date of this press release. Neither DB, Community Savings nor CCSB undertakes to update any forward-looking statements to reflect circumstances or events that occur after the date on which the forward-looking statements are made, except as required by law.
SOURCE of Bancorp community savings