Farmers And Merchants Bancshares, Inc. · OTC:FMFG
Farmers And Merchants Bancshares — Merger or Acquisition (March 2020)
8 slides from Farmers And Merchants Bancshares's merger presentation, Mar 18, 2020
Slide 1: Acquisition of Carroll Bancorp, Inc.
Carroll Community Bank Acquisition of Carroll Bancorp, Inc. Match 6, 2020 The “Community” Bank that Puts People First Upperco ... Hampstead ... Greenmount ... Reisterstown ... Owings Mills. Westminster
Slide 2: Legal Disclaimer
Legal Disclaimer Forward-Looking Statements Certain statementsn this report may constitute “forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” *believe,” “continue,” “could,” "estimate,” "expect, “intend,” ‘may,” “plan,
Slide 3: Transaction Rationale
Transaction Rationale = Expands presence in Carroll County, entry into attractive Eldersburg market Strategically fi = Enhances scale with pro forma total assets in excess of $620 million Compelling = Long-standing, core community bank established in 1870 = Projected 30% earnings per share accretion
Slide 4: Transaction Terms
‘Transaction Terms Transaction Value Aggregate transaction value of $25.0 million Tax Treatment Taxfree reorganization at corporate level Required Approvals Expected Closing Transaction Multiple Shareholder approvals for Carroll Customary regulatory approvals Second half of 2020 Price / Tangible Boo
Slide 5: Overview of Carroll Bancorp, Inc.
Overview of Carroll Community Bank Company Overview Deposit Market Share: Carroll County Depostsin Headquarters: Eldersburg, MD Market 'Mertet Number of fark isteuion share) _($0008)__Sranenes 5 1 TaietBank sO erases Year Bank Founded: 1870 1 Tuten so Tyran Chief Executive Officer: Russell J. Grimes
Slide 6: Pro Forma Map
Pro Forma Map Combined Company Pro Forma Financial Highlights Taneytown nt Rotkville cei K. ¥ hkenvite Frenne a Woodie aug @ G oa Pe shee ee JD, creen valley pd ¥ ae. (ead Elicort eapaist S/; nS Germantown Oiney Gaithersburg Assets ‘$626 million Loans $512 million Deposits $521 million Loans | Depos
Slide 7: Due Diligence
Due Diligence = Outside firm hired to conduct in-depth loan review = Reviewed over 50% of all commercial loans and commercial mortgages = Conservative estimated loan mark of 2.1% = Reviewed key aspects of Carroll's loan portfolio a oaa Relationships with commercial loans and/or commercial mortgages
Slide 8: Acquisition of Carroll Bancorp, Inc.
sOOTHANNIVERS apy, Carroll Community Bank Acquisition of Carroll Bancorp, Inc. March 6, 2020 The “Community” Bank that Puts People First Upperco ... Hampstead ... Greenmount ... Reisterstown ... Owings Mills. Westminster
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