Community First Bancshares, Inc. (the “Company”) (Nasdaq:CFBI),
the holding company for Newton Federal Bank (the “Bank”), announced
today that its Board of Directors, together with the Board of
Directors of Community First Bancshares, MHC (the “MHC”), has
adopted a Plan of Conversion and Reorganization (the “Plan of
Conversion”).
Pursuant to the Plan of Conversion, the Company will reorganize
into a new fully public stock holding company structure and as part
of the conversion will conduct a second-step stock offering of new
shares of common stock.
As part of the conversion, the Bank, which will change its name
to Affinity Bank, will become a wholly owned subsidiary of a new
holding company, which will be named Affinity Bancshares, Inc.
Shares of common stock of the Company held by persons other than
the MHC will be converted into shares of common stock of the new
holding company pursuant to an exchange ratio generally intended to
preserve the percentage ownership interests of such persons. Shares
of Company common stock owned by the MHC will be canceled and the
amount of the MHC’s ownership interest in the Company will be sold
through the second-step stock offering. In the stock offering,
depositors of the Bank (including depositors of the former Affinity
Bank) with qualifying deposits as of June 30, 2019, will have first
priority to purchase the new shares of common stock.
The conversion and offering will have no impact on depositors,
borrowers or other customers of the Bank. The transactions
contemplated by the Plan of Conversion are subject to approval by
the Company’s stockholders (including approval by a majority of the
shares held by persons other than the MHC), the members of the MHC
(depositors of the Bank) and the Board of Governors of the Federal
Reserve System.
A prospectus or proxy statement/prospectus, as applicable, and
other materials containing detailed information relating to the
Plan of Conversion, details of the offering, and business and
financial information about the Company will be sent to
stockholders of the Company and depositors of the Bank following
receipt of regulatory approval.
This release is neither an offer to sell nor a solicitation
of an offer to buy common stock. The offer is made only by the
prospectus when accompanied by a stock order form. The shares of
common stock of the new holding company are not savings accounts or
savings deposits, may lose value and are not insured by the Federal
Deposit Insurance Corporation or any other government
agency.
Performance Trust Company Partners, LLC will act as selling
agent for the Company in the conversion. Luse Gorman, PC is serving
as the Company’s legal counsel and Silver, Freedman, Taff &
Tiernan LLP is acting as Performance Trust Company Partners, LLC’s
legal counsel.
Forward-Looking Statements
Certain statements contained herein constitute “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934 and
are intended to be covered by the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such statements
may be identified by words such as “may,” “will,” “would,”
“intend,” “believe,” “expect,” “plan,” “estimate,” “anticipate,”
“continue,” or similar terms or variations on those terms, or the
negative of those terms. These statements are based upon the
current beliefs and expectations of Company management and are
subject to significant risks and uncertainties. Actual results may
differ materially from those set forth in the forward-looking
statements as a result of numerous factors. Factors that could
cause such differences to exist include, but are not limited to:
the failure to obtain the approval of the Board of Governors of the
Federal Reserve System for the proposed conversion and related
stock offering, delays in obtaining such approvals, or adverse
conditions imposed in connection with such approvals; those related
to the real estate and economic environment, particularly in the
market areas in which the Company operates; fiscal and monetary
policies of the U.S. Government; changes in government regulations
affecting financial institutions, including regulatory compliance
costs and capital requirements; fluctuations in the adequacy of
loan loss reserves; decreases in deposit levels necessitating
increased borrowing to fund loans and investments; the effects of
any pandemic, including COVID-19; operational risks including, but
not limited to, cybersecurity, fraud and natural disasters; the
risk that the Company may not be successful in the implementation
of its business strategy; changes in prevailing interest rates;
credit risk management; asset-liability management; and other risks
described in the Company’s filings with the Securities and Exchange
Commission, which are available at the SEC’s website,
www.sec.gov.
The Company wishes to caution readers not to place undue
reliance on any such forward-looking statements, which speak only
as of the date made. The Company wishes to advise readers that the
factors listed above or other factors could affect the Company’s
financial performance and could cause the Company’s actual results
for future periods to differ materially from any opinions or
statements expressed with respect to future periods in any current
statements. The Company does not undertake and specifically
disclaims any obligation to publicly release the results of any
revisions, which may be made to any forward-looking statements to
reflect events or circumstances after the date of such statements
or to reflect the occurrence of anticipated or unanticipated
events.
About Community First Bancshares,
Inc.
The Company is a federal corporation based in Covington,
Georgia. The Company’s banking subsidiary, Newton Federal Bank,
opened in 1928 and currently operates a full-service office in
Atlanta, Georgia, two full-service offices in Covington, Georgia, a
loan production office in Braselton, Georgia, and a loan production
office serving the Alpharetta and Cumming, Georgia markets.
Important Additional Information and Where
to Find It
In connection with the proposed transaction, Affinity
Bancshares, Inc. will file with the Securities and Exchange
Commission (the “SEC”) a registration statement on Form S-1 that
will include a proxy statement of the Company and a prospectus of
Affinity Bancshares, Inc., as well as other relevant documents
concerning the proposed transaction. This communication does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval.
STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE REGISTRATION
STATEMENT, THE PROXY STATEMENT, AND THE PROSPECTUS CAREFULLY WHEN
THE BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. When
filed, these documents and other documents relating to the proposed
transaction can be obtained free of charge from the SEC’s website
at www.sec.gov. Alternatively, these documents, when available, can
be obtained free-of-charge from the Company upon written request to
Community First Bancshares, Inc., Post Office Box 1037, Covington,
Georgia 30015-1037, Attention: Corporate Secretary, or by calling
(770) 786-7088.
Participants in the
Solicitation
The Company and certain of its directors, executive officers and
employees may be deemed to be participants in the solicitation of
proxies with respect of the proposed transaction. Information
regarding the Company’s directors and executive officers is
available in its definitive proxy statement for its 2020 Annual
Meeting of Stockholders, filed with the SEC on May 15, 2020. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the proxy
statement, the prospectus, and other relevant materials filed with
the SEC, as described above.
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version on businesswire.com: https://www.businesswire.com/news/home/20200909005092/en/
Edward J. Cooney Chief Executive Officer (678) 742-9990
Community First Bancshares (NASDAQ:CFBI)
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