CARMICHAELS, Pa. and MONESSEN, Pa., April 14, 2014 (GLOBE NEWSWIRE) -- CB Financial Services, Inc. ("CB") (OTCQB:CBFV), the Carmichaels-based holding company for Community Bank, and FedFirst Financial Corporation ("FedFirst") (Nasdaq:FFCO), the Monessen-based holding company for First Federal Savings Bank, announced today the signing of a definitive merger agreement under which FedFirst will merge with and into CB in a cash and stock transaction valued at approximately $54.5 million. On a combined basis, CB will have more than $860 million in total assets and will be attractively positioned in the heart of the Marcellus Shale Region to provide a broad array of retail and commercial banking services to customers throughout southwestern Pennsylvania.
Barron P. McCune, Jr., CB's President and Chief Executive Officer, said, "We are thrilled to welcome the bankers at First Federal Savings Bank into the Community Bank family. Together, we can take the best of each bank and find new and better ways to serve our customers. We will strive to create the premier community bank in southwestern Pennsylvania."
Patrick G. O'Brien, FedFirst's President and Chief Executive Officer, added, "Blending the high performance cultures of both First Federal and Community Bank into one will create a financial services company that is well positioned to return great value to shareholders, customers, employees and the communities it serves. Our combined strength will also provide us with an increased opportunity to capture greater market share in the growing economy of our region."Under the terms of the merger agreement, which has been approved by the boards of directors of both companies, stockholders of FedFirst will be entitled to elect to receive $23.00 in cash or shares of CB common stock based on a fixed exchange ratio of 1.1590 shares of CB common stock for each share of FedFirst common stock, subject to proration to ensure that at closing 65% of the outstanding shares of FedFirst common stock are exchanged for shares of CB common stock and the remaining 35% are exchanged for cash. The transaction is expected to qualify as a tax-free reorganization for both companies and as a tax-free exchange for FedFirst stockholders who receive shares of CB common stock in exchange for their shares of FedFirst common stock.