Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 1.02 of this Form 8-K is incorporated herein
by reference.
Item 1.02. Termination of a Material Definitive Agreement.
As previously announced, on August 12, 2022, MVB Financial Corp., a West
Virginia corporation ("MVB"), and Integrated Financial Holdings, Inc., a North
Carolina corporation ("IFHI") entered into an Agreement and Plan of Merger and
Reorganization (the "Holdco Merger Agreement"). The Holdco Merger Agreement
provided that, upon the terms and conditions therein, IFHI would merge with and
into MVB (the "Merger"), with MVB continuing as the surviving corporation in the
Merger. Following the Merger, West Town Bank & Trust, a state bank chartered
under the laws of Illinois and wholly owned subsidiary of IFHI ("West Town
Bank"), would merge with and into MVB Bank, Inc., a West Virginia state
chartered bank and wholly owned subsidiary of MVB ("MVB Bank"), with MVB Bank as
the surviving bank (the "Bank Merger"), pursuant to the Agreement and Plan of
Merger, dated October 4, 2022, between West Town Bank and MVB Bank (the "Bank
Merger Agreement" and, together with the Holdco Merger Agreement, the "Merger
Agreements").
On May 9, 2023, MVB, IFHI, West Town Bank, and MVB Bank entered into a
Termination Agreement (the "Termination Agreement") pursuant to which the
parties mutually agreed to terminate the Merger Agreements. Subject to limited
customary exceptions, the Termination Agreement also mutually releases the
parties from any claims of liability to one another relating to the contemplated
merger transactions. Each party will bear its own costs and expenses in
connection with the termination, and no party will be responsible for any
payments or termination penalties to the other parties as a result of the
termination of the Merger Agreements.
The foregoing descriptions of the Holdco Merger Agreement and Termination
Agreement are not complete and are qualified in their entirety by the terms and
conditions of the full text of the Holdco Merger Agreement, which was previously
filed as Exhibit 2.1 to the Current Report on Form 8-K with the U.S. Securities
and Exchange Commission (the "SEC") by MVB on August 15, 2022, and the full text
of the Termination Agreement, which is attached hereto as Exhibit 10.1 , each
of which is incorporated by reference herein.
Item 8.01. Other Events.
On May 9, 2023, MVB and IFHI issued a joint press release announcing the
termination of the Merger Agreement, a copy of which is filed as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated by reference
herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10 .1 Termination Agreement, dated as of May 9, 2023, by and among MVB
Financial Corp., Integrated Financial Holdings, Inc., West Town Bank & Trust,
and MVB Bank, Inc.
99.1 Joint Press Release, dated May 9, 2023.
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