Delmarva Bancshares, Inc.

Mergers & Acquisitions

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Deal Overview

Buyer:
Delmarva Bancshares, Inc.
Actual Acquirer:
Delmarva Bancshares, Inc.
Target:
Easton Bancorp, Inc.
Deal Type:
Bank & Thrift Company
Agreement Date:
3/31/2015
Announcement Date:
3/31/2015
Announced Deal Value ($ M):
8.00
Status:
Completed
Completion Date:
7/15/2015
Announced Deal Value Per Share ($ )
9.60

Consideration Breakout
Cash ($M) 8.0

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 113.0 113.9
Price / Tangible Book (%) NA NA
Price / Earnings (x) NA NA
Price / Deposits (%) 7.14 7.32
Price / Assets (%) 6.00 6.13
Tangible Book Premium/ Deposits (%) NA NA
Deal Terms
Description of Consideration

Delmarva Bancshares Inc. paid $9.60 in cash for each of the outstanding share of Easton Bancorp Inc. Delmarva Bancshares Inc. also assumed Easton Bancorp Inc.'s obligations of $3.093 million of Floating Rate Junior Subordinated Debentures, held by Easton Capital Trust I and the related preferred securities of the trust. Furthermore Delmarva Bancshares Inc. redeemed in full, Easton Bancorp Inc.'s $4.027 million outstanding principal amount of Subordinated Notes.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? Market Expansion
Goodwill Generated ($ 000) NA
Estimated Cost Savings (%) NA
Estimated Cost Savings ($ 000) NA
Est. Restructuring Charges ($ 000) NA
Maximum Termination Fee ($ 000) 320
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) NA
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 1,500
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Raymond James & Assoc. Inc.
Seller Yes Monocacy Financial Advisors
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Buckley LLP
Seller Yes Nelson Mullins Riley
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