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Carrollton Bancorp Extends Termination Date Of Merger Agreement With Jefferson Bancorp

Stocks in this article: CRRB

COLUMBIA, Md., March 1, 2013 (GLOBE NEWSWIRE) -- Carrollton Bancorp (Nasdaq:CRRB) today announced that it has extended the termination date of the Agreement and Plan of Merger (the "Merger Agreement") by and among Carrollton, Jefferson Bancorp, Inc. ("Jefferson") and Financial Services Partners Fund I, LLC ("FSPF"), dated as of April 8, 2012, and amended as of May 7, 2012. Carrollton, Jefferson and FSPF entered into the Second Amendment (the "Amendment") to the Merger Agreement on February 28, 2013 to reflect their agreement to extend the termination date.  

Under the terms of the Amendment, the Merger Agreement can be terminated by Carrollton or Jefferson at any time after either March 15, 2013 or after April 19, 2013, depending on the timing of the receipt of a designated regulatory approval. Previously, the Merger Agreement could have been terminated by either party at any time after February 28, 2013 if the merger had not been completed on or before that date.

As disclosed in Carrollton's Proxy Statement, dated July 11, 2012 (the "Proxy Statement"), it is a condition to closing under the Merger Agreement that the acquisition of Carrollton by FSPF through the merger with Jefferson be approved by the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"). If the required approval of the Federal Reserve Board (the "FRB Approval") is not received by March 15, 2013, either Jefferson or Carrollton may thereafter terminate the Merger Agreement at any time. If the FRB Approval is received by March 15, 2013 but the merger is not consummated prior to April 19, 2013, either Jefferson or Carrollton may thereafter terminate the Merger Agreement at any time.

The merger of Carrollton and Jefferson also remains subject to additional conditions to closing under the Merger Agreement, including that the merger of Carrollton's bank subsidiary, Carrollton Bank, with and into Jefferson's bank subsidiary, Bay Bank, FSB ("Bay Bank"), be approved by the Office of the Comptroller of the Currency (the "OCC").  

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