State Bank Expands Footprint with Marblehead Bancorp Merger

Strategic Expansion into Ottawa County, Ohio

Entering a definitive merger agreement with Marblehead Bancorp, the parent company of The Marblehead Bank, SB Financial Group, Inc. (NASDAQ: SBFG), the parent company of The State Bank and Trust Company, has made a major strategic move. While The Marblehead Bank will fully merge into State Bank, Marblehead Bancorp will merge with SB Financial under this agreement. Considered generally approved by the Boards of Directors of both bank holding companies and their subsidiary banks, this merger represents a turning point in SB Financial's expansion initiatives.

The merger is a calculated attempt by SB Financial to increase its presence in Northwest Ohio, a strategically important area for the business. State Bank will confirm its presence in Marblehead and Ottawa County, Ohio, by including Marblehead Bancorp and its banking activities into the larger SB Financial network, so attesting to its total number of branches—a new high. Companies, their consumers, and the communities they serve should all gain much from this action.

Terms of the Merger

Marblehead Bancorp's merger agreement terms call for Marblehead Bancorp's common stock holders to get $196.31 in cash per share. This deal values the whole sum at almost $5.0 million. Reflecting the great value State Bank sees in growing its presence into Marblehead, Ohio, and the surrounding areas, this cash compensation offers a significant return to Marblehead Bancorp owners.

After the merger is finalized, State Bank will pick one limited-service branch from Marblehead Bank and two full-service branches. These new sites will greatly increase State Bank's regional visibility and give its expanding clientele in Northwest Ohio further convenience and services. The growth into Marblehead and Ottawa County fits SB Financial's long-term strategic objectives, so enabling the company to keep providing premium financial services to a larger community.

Alignment with SB Financial’s Strategic Goals

Key to SB Financial's larger plan to invest in areas where it can provide the most value to its clients is the merging with Marblehead Bancorp. Expanding into the markets of Marblehead and Ottawa County will help SB Financial to better serve these areas with a variety of financial products and services. This strategic alignment guarantees that SB Financial will always be a top financial institution in the area since it reflects their continuous dedication to development and customer satisfaction.

The Chairman, President, and CEO of SB Financial, Mark Klein, underlined the importance of the merger for the general direction of the business. "We are quite happy to greet Marblehead Bank staff members and clients to the State Bank family," Klein said. " Both banks have a rich history, a strong brand, and a great dedication to their staff, clients, and local areas. This union marks a cultural alignment that both organizations have embraced for well over a century, enabling us to build real and significant relationships with every one of our stakeholders. Including the Marblehead Bank staff, customers, and community will help us to create one of the outstanding community banks in America.

Cultural Alignment and Community Focus

The merging is a union of shared values and community emphasis as much as a commercial transaction. Marblehead Bank and SB Financial have long histories of serving their respective areas; this merger will enable them to carry on that legacy on a more expansive basis. The foundation of this merger is the cultural fit between the two banks, which guarantees that both establishments may keep developing close ties with their clients and surroundings.

Marblehead Bank's Interim President, Deborah Stephens, expressed hope for the favorable effects of the merger on all the engaged parties. "This transaction benefits the communities Marblehead Bank serves, customers, and shareholders," Stephens said. "We really respect and admire the State Bank team; we think this merger will be a fantastic result for our shareholders and will position our staff and clients for ongoing success. We are pleased of what we have created here at Marblehead Bank and are sure that our clients will keep getting the community banking experience they have come to know in banking with us, while also enjoying access to more products and services a bigger community bank such as State Bank can offer. In their local markets, both companies are quite well-liked, and we have faith that everyone engaged will remain in very capable hands.

The emphasis on cultural alignment and community focus emphasizes the need of preserving the personal, customer-centric approach both banks have developed over many years. State Bank will carry forward the values that have made it a reliable friend to people and companies both as it grows into other towns.

Expected Completion and Financial Impact

Anticipated to close in the fourth quarter of 2024, the merger will depend on Marblehead Bancorp shareholder approval as well as regulatory clearance. Once finished, the merger will greatly expand the extent of SB Financial's activities. Financial data as of June 30, 2024 shows the combined company will have total assets of almost $1.4 billion, total net loans of almost $1.1 billion, and total deposits of almost $1.2 billion.

This significant scale increase will give SB Financial more financial stability and the capacity to present to its clients more competitive products and services. The merger will also help the business to increase its range of services and invest in new technologies, so guaranteeing its leadership in the banking sector in Northwest Ohio and beyond.

Legal and Financial Advisors

A team of seasoned financial and legal consultants is helping to support the merging process. As its legal counsel, SB Financial has hired Vorys, Sater, Seymour and Pease LLP to guarantee that every element of the transaction is handled with the best of professionalism and knowledge. Conversely, Marblehead Bancorp is getting legal advise from Shumaker, Loop & Kendrick, LLP and financial advice from Janney Montgomery Scott, which has given its Board of Directors a fairness opinion.

These consultants guarantee that the merger process is seamless and that the interests of all the engaged parties are safeguarded by their abundance of experience. The participation of such respectable companies emphasizes the gravity with which SB Financial and Marblehead Bancorp are handling this merger, so reflecting their will to produce a positive result.

About SB Financial Group, Inc.

Head office of SB Financial Group, Inc. is Defiance, Ohio; it is a diversified financial services holding company. Along with SBFG Title, LLC, which conducts business as Peak Title, the company runs via The State Bank and Trust Company (State Bank). Wealth management, private client services, mortgage banking, commercial and agricultural lending are just a few of the extensive financial services State Bank provides for small businesses and consumers. The bank runs out of 23 offices, 22 of which are spread over nine counties around Ohio and one office in Fort Wayne, Indiana. Apart from its branch network, State Bank runs six loan production offices and twenty-three automated teller machines (ATMs) across the Tri-State area of Ohio, Indiana, Michigan.

Under the ticker "SBGF," the common stock of SB Financial Group is traded on the NASDAQ Capital Market Strong presence in the Tri-State area and a wide spectrum of services help the company to be a top financial institution able to satisfy changing needs of its clients.

About Marblehead Bancorp

The Marblehead Bank, a community-oriented financial institution with its headquarters in Marblehead, Ohio, is housed under Marblehead Bancorp as holding company. Established in March 1907, The Marblehead Bank has been providing services for over a century to Village of Marblehead, Danbury Township, and surrounding areas' citizens. Operating two full-service branches and one limited-service branch, the bank is the sole physical financial institution on the Marblehead Peninsula. Marblehead Bank stresses simplicity of use and great customer service as a full-service community bank provides a broad spectrum of financial services.

The bank's long-standing presence on the Marblehead Peninsula area reflects its great dedication to the nearby population. Marblehead Bank wants to improve the services it provides by combining with SB Financial, so preserving the high degree of customer service expected of it. By means of the resources of a bigger financial institution, the merger will enable Marblehead Bank's clients to access a wider spectrum of products and services, so preserving the personalized service that only a community bank can offer.

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