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Century Bank to merge with Liberty Bank

Century Bank has entered into a definitive agreement to merge with Liberty Bank. In conjunction with the merger, the board of directors of Century Bank has adopted a plan of conversion to convert from the mutual to stock form of organization.

Century Commercial Bancorp is being organized to facilitate the conversion and offer shares of common stock to depositors of Century Bank as of September 30, 2006, and others in a subscription and community offering. The conversion, offering and merger are expected to be completed in the second quarter of 2008 and will be consummated simultaneously.

Pursuant to the terms of the merger agreement, Liberty Bank shareholders will receive $45 per share, in the form of Company common stock, cash or a combination of cash and stock, subject to the election and proration procedures set forth in the merger agreement requiring that 50% of the Liberty Bank shares will be exchanged for company common stock and 50% of the Liberty Bank shares will be exchanged for cash.

Jeffrey Calabrese, president and CEO of Century Bank, said: "This transaction not only combines two well-respected community banking organizations creating a combined franchise with nearly $400 million in assets, but also provides our depositors and employees the ability to benefit as shareholders in the combined organization. The additional capital we raise in the offering will help support future growth as we continue our development as a full-service community bank."

William Valerian, chairman of the board, president and CEO of Liberty Bank, stated: "Our customers will benefit from our expanded market presence - with a combined total of eight branches in the greater Cleveland area - and from the increase in regulatory lending limit. We are pleased to be associated with an organization known for its dedication to the community, which is a primary tenet of the founders of Liberty Bank."

Source: Banking Business Review
Date: 10.12.2007 [151]
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