Middletown valley Bank signed a definitive agreement to acquire Woodsboro Bank from Woodsbro Bancshares, Inc. in a merger of equals transaction on November 20, 2015. Under the terms of the agreement, First Heritage Community Bank will issue approximately 2.5 million shares of common stock. Shareholders of Woodsboro will receive 2.7528 shares of First Heritage Community Bank common stock for each of the 410,831 shares of Woodsboro common stock currently held and shareholders of Middletown will receive 1.0648 shares of First Heritage Community Bank common stock for each of the 1,285,774 shares of Middletown common stock currently held, based on each bank's common equity as of September 30, 2015. The ownership in First Heritage Community Bank will be 54.8% to legacy Middletown shareholders and 45.2% to legacy Woodsboro shareholders.

Post merger both the organizations will consolidate into a new entity called First Heritage Bank. C. Richard Miller, President and Chief Executive officer of Woodsboro will become Chief Executive Officer of First Heritage for two years following the closing of the transaction. Robert B.J. Goetz, President and Chief Executive Officer of Middletown will become the President upon the closing of the transaction, and will succeed Miller as Chief Executive Officer after two years. The Board of Directors of the combined organization will initially consist of twelve members, five from the existing Board of each bank in addition to Messrs. Miller and Goetz. Middletown and Woodsboro anticipate that James Pierne, a current director of Middletown, will become Chairman of the Board and that M. Natalie McSherry, a current director of Woodsboro, will become Vice Chairman of the Board of the combined organization, and that James Clapp, current Chairman of Middletown, will also serve on the Board of the combined organization.

The transaction has been approved by the Board of both the companies. The transaction is subject to necessary regulatory approvals and approval of shareholders of both Middletown and Woodsboro. The transaction received regulatory approval on July 6, 2016. Shareholders at Middletown Valley Bank voted in favor of a merger on August 8, 2015. The transaction is expected to close in the second quarter of 2016. Griffin Financial Group, LLC acted as financial advisor to Middletown and Silver, Freedman, Taff, and Tiernan, LLP acted as legal advisor. Ambassador Financial Group acted as financial advisor to Woodsboro and Gordon Feinblatt, LLC acted as legal advisor. Ober | Kaler served as consolidation counsel to both companies.


Middletown valley Bank cancelled the acquisition of Woodsboro Bank from Woodsbro Bancshares, Inc. on August 24, 2016. Less than 67% of shareholders at Woodsboro Bank voted in favor at a meeting held on August 15, 2016. Therefore the deal could not proceed.