A Leter to Shareholders of Integrated Financial Holdings on the Merger with Capital Bancorp, Inc. from Marc McConnell, Chairman, President, and CEO “With a larger balance sheet and our combined lending and deposit- gathering capabilities, we believe that we can secure and grow our position as a leader in nationwide government-guaranteed lending.” We recently shared the exci�ng news that Integrated Financial Holdings, Inc. (“IFH” or “Integrated Financial Holdings”) has entered into a merger agreement to be acquired by Capital Bancorp, Inc. (NASDAQ: CBNK) (“Capital Bancorp” or “CBNK”), which is the parent company of Capital Bank, N.A. This merger is one we believe will bring incredible opportunity to our people, our opera�ons, and our investors due to the strengths of both organiza�ons and the structure of the agreement. In addi�on to the reported deal value, Integrated Financial Holdings, Inc. will distribute an es�mated $18.1 million stake in Dogwood State Bank to shareholders prior to closing of the merger, based on the closing price of Dogwood State Bank on the March 28, 2024 announcement date. The distribu�on of this asset to our exis�ng shareholders pre-closing, when combined with the es�mated $66.5 million of aggregate merger considera�on as valued at announcement, equates to an es�mated $84.6 million of considera�on flowing to our shareholders, based on market prices at announcement of the transac�on. Following the termina�on last year of our proposed merger with MVB Financial Corp., Capital Bancorp expressed its interest in acquiring our company with a par�cular draw to our niche GGL lending segments and Windsor Advantage’s unique servicing capabili�es. We proceeded to explore the poten�al synergies between Capital Bancorp and Integrated Financial Holdings at length. At every step of the process, we determined that Capital Bancorp is a natural fit for scaling our strongest segments of the business while delivering significant value to our shareholders. The transaction, which is subject to shareholder and regulatory approval, is expected to close in the second half of this year. The reported $66.5 million deal value incorporates a fixed exchange rate stock component of 1.115 shares of CBNK common stock for each IFH share and cash of $5.26, subject to certain poten�al adjustments, for each IFH share. Addi�onally, as men�oned, the Dogwood State Bank stock will be distributed to our exis�ng shareholders prior to closing, valued at $18.1 million at announcement. We believe that this transac�on with Capital Bancorp maximizes shareholder benefits while strategically posi�oning opera�ons to Filed by Capital Bancorp Inc (SEC File No. 001-38671) pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Capital Bancorp Inc (SEC File No. 001-38671)
scale our most compe��ve advantages in the industry. We found the strategic partnership, as well as the transac�on structure, with Capital very compelling, as IFH shareholders are able to retain an ownership interest in the combined organiza�on as well as receive an ownership interest in Dogwood State Bank. If you believe, as we do, that well-run financial ins�tu�ons present a strong-value proposi�on in the current economic environment, then there is a lot to like about this strategic partnership. Capital Bancorp’s acquisition is our gain, too. Together we will strengthen our existing government-guaranteed lending operations across the programs offered through the U.S. Department of Agriculture and Small Business Administration, including Windsor Advantage’s position as a leading lender service provider. We expect this partnership with Capital to be mutually beneficial for both banks. With a larger balance sheet and our combined lending and deposit-gathering capabilities, we believe that we can secure and grow our position as a leader in nationwide government-guaranteed lending. Ed Barry, CEO of Capital Bank, shares our mentality. “This acquisition represents a continuation of our strategy to build a highly diversified business that generates best-in-class returns for our shareholders and allows us to better serve our customers. IFH’s expertise originating and servicing USDA and SBA loans fits well with our strategic objectives and will allow us to serve a market with substantial need and growth potential.” The significance of this deal is not lost on our team, after what can only be characterized as a tumultuous 2023 following the highly publicized failures of a few larger, regional banks in the first half of 2023. The mutual decision to terminate the merger with MVB gave IFH an opportunity to right size the bank’s operations and strategically chart our path forward, resulting in a standout fiscal year despite overarching concerns regarding bank performance across the banking industry. I am proud of the proactive strategic leadership that empowered the company to achieve such impressive results during 2023, and I am excited to share that most of the leaders who enabled that performance will be moving forward with us as we embrace the next chapter. 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. As current Chairman and President of IFH, I look forward to joining the board of directors of Capital Bancorp, Inc. and Capital Bank. We believe the future is bright for our organiza�ons, and I stand confident in our ability to con�nue driving value for our shareholders, clients, team members, and our bank as we join the outstanding Capital Bank, N.A. team. - Marc McConnell, Chairman, President, and CEO | Integrated Financial Holdings, Inc.
About Integrated Financial Holdings, Inc. Integrated Financial Holdings, Inc. is a financial holding company based in Raleigh, North Carolina. The Company is the holding company for West Town Bank & Trust, an Illinois state-chartered bank. West Town Bank & Trust provides banking services through its full-service office located in the greater Chicago area. The Company is also the parent company of Windsor Advantage, LLC, a loan service provider that offers community banks and credit unions with a comprehensive outsourced U.S. Small Business Associa�on (“SBA”) 7(a) and U.S. Department of Agriculture (“USDA”) lending pla�orm. The Company is registered with and supervised by the Federal Reserve. West Town Bank & Trust’s primary regulators are the Illinois Department of Financial and Professional Regula�on and the FDIC. For more informa�on, visit htps://i�inc.com/. About Capital Bancorp, Inc. Capital Bancorp, Inc., Rockville, Maryland is a registered bank holding company incorporated under the laws of Maryland. Capital’s wholly-owned subsidiary, Capital Bank, N.A., is the fourth largest bank headquartered in Maryland at December 31, 2023. Capital Bancorp has been providing financial services since 1999 and now operates bank branches in four loca�ons in the greater Washington, D.C. and Bal�more, Maryland markets. Capital Bancorp had assets of approximately $2.2 billion at December 31, 2023 and its common stock is traded in the NASDAQ Global Market under the symbol “CBNK.” More informa�on can be found at Capital’s website www.CapitalBankMD.com under its investor rela�ons page. Forward-Looking Statements This document includes “forward-looking statements” within the meaning of the Private Securi�es Li�ga�on Reform Act of 1995, Sec�on 27A of the Securi�es Act of 1933, as amended, and Sec�on 21E of the Securi�es Exchange Act of 1934, as amended, with respect to Capital’s and IFH’s beliefs, goals, inten�ons, and expecta�ons regarding the proposed transac�on and an�cipated financial results; our es�mates of future costs and benefits of the ac�ons we may take; our ability to achieve our financial and other strategic goals; the expected �ming of comple�on of the proposed transac�on; the expected costs of the transac�on; the expected cost savings, synergies and other an�cipated benefits from the proposed transac�on; and other statements that are not historical facts. Forward-looking statements are typically iden�fied by such words as “believe,” “expect,” “an�cipate,” “intend,” “outlook,” “es�mate,” “forecast,” “project,” “should,” “will,” and other similar words and expressions, and are subject to numerous assump�ons, risks, and uncertain�es, which change over �me. These forward-looking statements include, without limita�on, those rela�ng to the terms, �ming and closing of the proposed transac�on. Addi�onally, forward-looking statements speak only as of the date they are made; Capital and IFH do not assume any duty, and do not undertake, to update such forward-looking statements, whether writen or oral, that may be made from �me to �me, whether as a result of new informa�on, future events, or otherwise, except as required by law. Furthermore, because forward-looking statements are subject to assump�ons and uncertain�es, actual results or future events could differ, possibly materially, from those indicated in such forward-looking statements as a result of a variety of factors, many of which are beyond the control of Capital and IFH. Such statements are based upon the current beliefs and expecta�ons of the management of Capital and IFH and are subject to significant risks and uncertain�es outside of the control of the par�es. Cau�on should be exercised against placing undue reliance on forward-looking statements. The factors that could cause actual results to differ materially include, but are not limited to, the following: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the par�es to terminate the defini�ve merger agreement between Capital and IFH; the outcome of any legal proceedings that may be ins�tuted against Capital or IFH; the possibility that the proposed transac�on will not close when expected or at all because required regulatory, shareholder or other approvals are not received or other condi�ons to the closing are not sa�sfied on a �mely basis or at all, or are obtained subject to condi�ons that are not an�cipated (and the risk that required regulatory approvals may result in the imposi�on of condi�ons that could adversely affect the combined company or the expected benefits of the proposed transac�on); the ability of Capital and IFH to meet expecta�ons regarding the �ming, comple�on and accoun�ng and tax treatments of the proposed transac�on; the risk that any announcements rela�ng to the proposed transac�on could have adverse effects on the market price of the common stock of Capital; the possibility that the an�cipated benefits of the proposed transac�on will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integra�on of the two companies or as a result of the strength of the economy and compe��ve
factors in the areas where Capital and IFH do business; certain restric�ons during the pendency of the proposed transac�on that may impact the par�es’ ability to pursue certain business opportuni�es or strategic transac�ons; the possibility that the transac�on may be more expensive to complete than an�cipated, including as a result of unexpected factors or events; diversion of management’s aten�on from ongoing business opera�ons and opportuni�es; the possibility that the par�es may be unable to achieve expected synergies and opera�ng efficiencies in the merger within the expected �meframes or at all and to successfully integrate IFH’s opera�ons and those of Capital; such integra�on may be more difficult, �me consuming or costly than expected; revenues following the proposed transac�on may be lower than expected; IFH’s and Capital’s success in execu�ng their respec�ve business plans and strategies and managing the risks involved in the foregoing; the dilu�on caused by Capital’s issuance of addi�onal shares of its capital stock in connec�on with the proposed transac�on; effects of the announcement, pendency or comple�on of the proposed transac�on on the ability of IFH and Capital to retain customers and retain and hire key personnel and maintain rela�onships with their suppliers, and on their opera�ng results and businesses generally; risks related to the poten�al impact of general economic, poli�cal and market factors on the companies or the proposed transac�on and other factors that may affect future results of IFH and Capital; the effects of infla�on on IFH, Capital and the proposed transac�on; the impact of changing interest rates on IFH and Capital; and the other factors discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condi�on and Results of Opera�ons” sec�ons of Capital’s Annual Report on Form 10-K for the year ended December 31, 2023 and in other reports Capital files with the U.S. Securi�es and Exchange Commission (the “SEC”). Addi�onal Informa�on and Where to Find It In connec�on with the proposed transac�on, Capital will file a registra�on statement on Form S-4 with the SEC. The registra�on statement will include a joint proxy statement of Capital and IFH, which will also cons�tute a prospectus of Capital, that will be sent to Capital’s and IFH’s shareholders seeking certain approvals related to the proposed transac�on. The informa�on contained herein does not cons�tute an offer to sell or a solicita�on of an offer to buy any securi�es or a solicita�on of any vote or approval, nor shall there be any sale of securi�es in any jurisdic�on in which such offer, solicita�on or sale would be unlawful prior to registra�on or qualifica�on under the securi�es laws of any such jurisdic�on. INVESTORS AND SECURITY HOLDERS OF CAPITAL AND IFH AND THEIR RESPECTIVE AFFILIATES ARE URGED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS TO BE INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT IFH, CAPITAL AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain a free copy of the registra�on statement, including the joint proxy statement/prospectus, as well as other relevant documents filed by Capital with the SEC containing informa�on about IFH and Capital, without charge, at the SEC’s website (htp://www.sec.gov). In addi�on, copies of documents filed with the SEC by Capital will be made available free of charge in the “Investor Rela�ons” sec�on of Capital’s website, htps://www.capitalbankmd.com, under the heading “SEC Filings;” and investors may obtain free copies of the joint proxy statement/prospectus (when available) by contac�ng Integrated Financial Holdings, Inc., Atn: Steven E. Crouse, 8450 Falls of Neuse Road, Suite 202, Raleigh, NC 27615, telephone: (919) 861-8018. Par�cipants in Solicita�on IFH, Capital, and certain of their respec�ve directors and execu�ve officers may be deemed to be par�cipants in the solicita�on of proxies in respect of the proposed transac�on under the rules of the SEC. Informa�on regarding Capital’s directors and execu�ve officers is available in its defini�ve proxy statement, which was filed with the SEC on April 2, 2024, and certain other documents filed by Capital with the SEC. Other informa�on regarding the par�cipants in the solicita�on of proxies in respect of the proposed transac�on and a descrip�on of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.