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Carrollton Bancorp (NASDAQ: CRRB) today announced at a special meeting of its shareholders held on August 23, 2012 (the “Special Meeting”), Carrollton Bancorp’s shareholders approved the proposal to adopt the previously announced Agreement and Plan of Merger, dated as of April 8, 2012, as amended on May 7, 2012, by and among Carrollton Bancorp, Jefferson Bancorp, Inc. and Financial Services Partners Fund I, LLC (the “Merger Agreement”). The Merger Agreement provides for the merger of Jefferson Bancorp, Inc. with and into Carrollton Bancorp, with Carrollton Bancorp continuing as the surviving corporation, and remains subject to regulatory approval and customary closing conditions. Following the merger, the combined company will operate as a one-bank holding company under the name “Carrollton Bancorp.”
Shareholders owning a total of 2,043,779.06 shares voted at the Special Meeting, representing approximately 79.24% of the shares of Carrollton Bancorp’s common stock outstanding as of the record date for the Special Meeting. Ninety-eight percent (98%) of those voting approved the transaction. Robert A. Altieri, President and CEO of Carrollton Bancorp stated “This was a significant step for our shareholders, customers and employees and I am extremely thankful to all for having faith in Carrollton and supporting our efforts over many years.”
Kevin Cashen, President and CEO of Jefferson Bancorp, Inc. and its wholly owned operating subsidiary, Bay Bank, FSB, stated “We believe the combination of Carrollton Bank and Bay Bank represents a powerful combination of resources to effectively serve the Maryland banking market. The strong capital base coupled with experienced human capital focusing on building customer relationships positions us to be a significant player in the markets that we serve. We are extremely excited about our opportunity to build the Bay Bank franchise, both organically and through acquisitions, and become the premier bank in Maryland.”
In addition to the approval of this transaction, the holders of a majority of shares of Carrollton Bancorp’s common stock also approved, on an advisory non-binding basis, the proposal regarding certain compensation arrangements for Carrollton Bancorp’s named executive officers in connection with the merger.