Shore Bancshares to acquire The Community Financial Corporation in ~$254M all-stock deal

SHORE BANCSHARES INC

Consideration of ~$44.71 per TCFC share based on $19.20 SHBI closing price; ~15% premium.
Combined company will have ~$6.0B in assets, over 40 branches, and pro forma market cap ~$650M.
Transaction expected to be over 40% accretive to Shore's EPS in 2024; closing expected Q2 2023.
James M. Burke (TCFC CEO) to become President & CEO of combined company; board expands from 15 to 20 with 8 TCFC nominees.
Termination fee of $10.5M payable by either party under certain conditions; Shore shareholders to own ~60%, TCFC ~40%.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

SHORE BANCSHARES INC entered into Agreement and Plan of Merger with The Community Financial Corporation (effective 2022-12-14).

Action: entry
Agreement: merger
Counterparty: The Community Financial Corporation
Effective: 2022-12-14

Exact text from the filing

On December 14, 2022, Shore Bancshares, Inc., a Maryland corporation (the “ Company ” or “ SHBI ”), and The Community Financial Corporation, a Maryland corporation (“ TCFC ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”)

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SHORE BANCSHARES INC filing history →

Source: SEC EDGAR

accession 0001104659-22-127019

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