The Community Financial Corp. To Acquire County First Bank

8/1/17

WALDORF, Md., July 31, 2017 (GLOBE NEWSWIRE) -- The Community Financial Corporation (NASDAQ:TCFC), the holding company for Community Bank of the Chesapeake, and County First Bank (OTCQB:CUMD) today jointly announced that they have signed a definitive agreement pursuant to which County First Bank, headquartered in La Plata, MD, will be merged with and into Community Bank of the Chesapeake.

Under the terms of the merger agreement, which was unanimously approved by the Boards of Directors of each company, upon completion of the merger, County First Bank shareholders will be entitled to receive 0.9543 shares of The Community Financial Corporation common stock and $1.00 in cash for each share of County First Bank common stock they hold. County First shareholders may also receive, in the aggregate, additional contingent cash consideration of up to $2,154,303 (representing a maximum potential per share value of $2.24) based upon the resolution of certain identified assets prior to closing. There can be no assurance that County First will sell, resolve or otherwise dispose of any of the identified assets or that County First shareholders will receive any contingent cash consideration.

Based on the closing price of the Community Financial Corporation common stock on July 28, 2017, the value of the transaction is approximately $34.3 million excluding any potential contingent cash consideration.

“We have admired County First for quite some time and are excited to now be able to partner with them,” stated William J. Pasenelli, Chief Executive Officer of Community Bank of the Chesapeake. “Our organizations share many common attributes, including an intense focus on the employee and customer experience. The transaction will further strengthen Community Bank of the Chesapeake’s position as the number one deposit holder in the tri-county area. We are looking forward to working with the County First team to make this new partnership a success for our employees, customers, shareholders and communities.”

"We are very pleased to be joining such a robust and well-run organization,” said Doug Mitchell, President and Chief Executive Officer of County First Bank. “The combined entity will help us better serve our customers."

Founded in 1990, County First has deposits of $209 million and loans of $156 million, as of June 30, 2017. County First operates two branches in Charles County, two branches in St. Mary’s County and one branch in Calvert County. When the transaction is consummated, Community Bank of the Chesapeake will have approximately $1.6 billion in assets.

The transaction is expected to close in the fourth quarter of 2017 or early in the first quarter of 2018, and is subject to customary closing conditions, including approval by bank regulatory authorities and County First shareholders. Until the transaction closing date, each institution will continue serving customers and daily operations as usual.

Keefe, Bruyette & Woods, Inc. and RP Financial LC. acted as financial advisors to The Community Financial Corporation. Kilpatrick, Townsend & Stockton LLP served as legal counsel to The Community Financial Corporation. Boenning & Scattergood, Inc. acted as financial advisor to County First Bank. Hunton & Williams LLP served as legal counsel to County First Bank.

ABOUT THE COMMUNITY FINANCIAL CORPORATION

Headquartered in Waldorf, MD, The Community Financial Corporation is the bank holding company for Community Bank of the Chesapeake, a full-service commercial bank with assets over $1.3 billion. Through its main office in Waldorf, MD, 11 branch offices in Bryans Road, Dunkirk, Leonardtown, La Plata, Charlotte Hall, Prince Frederick, Lusby and California, Maryland and Central Park and Fredericksburg, Virginia and with five dedicated commercial lending centers, Community Bank of the Chesapeake offers a broad range of financial products and services to individuals and businesses. More information about Community Bank of the Chesapeake can be found at www.cbtc.com.

ABOUT COUNTY FIRST BANK

County First Bank, founded in 1990 and headquartered in La Plata, MD, is a full-service business and retail banking institution. County First Bank serves the community throughout Southern Maryland through its five branch locations in La Plata, Waldorf, New Market, Prince Frederick and California, MD. As of December 31, 2016, County First Bank total assets were approximately $224 million. To learn more about County First Bank, please visit www.countyfirstbank.com.

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