Capital Bancorp, Inc. (NasdaqGS:CBNK) entered into a definitive agreement to acquire Integrated Financial Holdings, Inc. (OTCPK:IFHI) for $66.3 million on March 27, 2024. Under the terms of the merger agreement, IFH shareholders will, subject to certain adjustments, receive $5.36 in cash and 1.115 shares of CBNK common stock for each share of IFH common stock. Based on the closing price of Capital common stock of $20.00 on March 26, 2024, the implied per share purchase price, inclusive of the cash consideration, is $27.66.

At closing, Capital shareholders will own approximately 84% and IFH shareholders will own approximately 16% of the combined company. Upon closing of the transaction, Marc McConnell, Chairman, President and CEO of IFH, will join the board of directors of Capital Bancorp, Inc. and Capital Bank. A. Riddick Skinner, EVP of Government Lending at IFH will join Capital Bank as Head of Government Guaranteed Lending Program.

Melissa Marsal, EVP and Chief Operating Officer of IFH, will join Capital Bank in a leadership role. Mike Breckheimer, EVP and Chief Strategy Officer at IFH, will join Capital Bank as Head of Windsor Advantage. The transaction with IFH has been unanimously approved by both IFH?s and CBNK?s boards of directors and is subject to approval of Capital?s and IFH?s shareholders, regulatory approvals and the satisfaction of other customary closing conditions.

The transaction is expected to be completed in the second half of 2024. Frank Sorrentino, Scott Studwell, Nate Mittag, Adam Cunningham and Ryan Crudeli of Stephens Inc. acted as financial advisor and fairness opinion provider to Capital Bancorp. Squire Patton Boggs (US) LLP acted as legal advisor to Capital Bancorp.

Raymond James & Associates, Inc. acted as financial advisor to Integrated Financial Holdings. Wyrick Robbins Yates & Ponton LLP acted as legal advisor to Integrated Financial Holdings.