Evans Bancorp, Inc. signed a definitive merger agreement to acquire FSB Bancorp, Inc. for $35.9 million.
The transaction is subject to the satisfaction of customary closing conditions, the FSB stockholder approval, the effectiveness of the registration statement, the approval of the listing on NYSE of the Evans common stock to be issued pursuant to the merger and approval of OCC, NYDFS, the FDIC, and any other regulatory authority. The Boards of Directors of each company approved the transaction unanimously. As of March 12, 2020, FSB Bancorp reported to hold a special meeting of shareholders on April 20, 2020, to approve the transaction. As of April 17, 2020, the transaction received the requisite regulatory approvals or waivers for the consummation of the merger from the Board of Governors of the Federal Reserve System, the New York State Department of Financial Services and the Office of the Comptroller of the Currency. Also, Evans announced the election deadline for the shareholders of FSB is April 24, 2020. As of April 20, 2020, shareholders of FSB Bancorp approved the transaction. The FSB Board of Directors established a Mergers and Acquisitions Committee, consisting of Dana Gavenda, Lowell Patric, and Kevin Maroney, to oversee the strategic alternatives process and make recommendations to the FSB Board of Directors. The transaction is expected to close in the second quarter of 2020. As of April 17, 2020, the merger is expected to close on May 1, 2020. Evans' management expects this transaction will be 4.7% accretive to 2021 earnings with tangible book value earn back of approximately 3.5 years.
Joe Moeller of Keefe, Bruyette & Woods, Inc. acted as financial advisor to Evans and Christopher J. DeCresce, Frank M. Conner III and Michael P. Reed of Covington & Burling LLP acted as its legal advisors. Sandler O'Neill + Partners, L.P. acted as financial advisor and fairness opinion provider to FSB and Eric Luse, Benjamin M. Azoff and Jeffrey M. Cardone of Luse Gorman, PC acted as its legal advisors. Sandler O'Neill will receive a fee for such services in an amount equal to 1.25% of the aggregate merger consideration. At the time of announcement of the merger Sandler O'Neill's fee was approximately $435,000. Sandler O'Neill also received a $75,000 fee from FSB upon rendering Sandler O'Neill's opinion. EQ Proxy Services acted as proxy solicitor to FSB and FSB paid fee of $6,000 to EQ Proxy Services.