Centreville Bank entered into a definitive merger agreement to acquire PB Bancorp, Inc. (NasdaqCM:PBBI) for approximately $110 million on October 22, 2019. Under the terms of the agreement, shareholders of PB Bancorp, Inc. will receive $15.25 in cash per share. At the effective time, each option to purchase common stock issued by PB Bancorp will be canceled and the holder will receive a cash payment equal to $15.25 minus the option exercise price. Additionally, each restricted stock award issued that is outstanding at the effective time, will be converted into the right to receive the merger consideration. Following completion of the merger, the current branches of Putnam Bank, a wholly owned subsidiary of PB Bancorp, Inc., will continue to operate and will conduct business under the trade name "Putnam Bank, a Division of Centreville Bank." The agreement provides certain termination rights for both Centreville Bank and PB Bancorp, and further provides that upon termination of the agreement under certain circumstances, PB Bancorp will be obligated to pay Centreville Bank a termination fee of $4.44 million. Upon completion of the transaction, one current member of the Board of Directors of PB Bancorp, Inc. will be appointed to serve as a member of the Board of Trustees of Centreville Bank. Centreville Bank expects to retain as many employees of Putnam Bank as possible. Following the completion of the merger, customers will continue to be served by the combined staff of Putnam Bank and Centreville Bank employees. The transaction is subject to customary closing conditions, including the receipt of regulatory approvals, which includes the approval, or waiver of approval, of the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Rhode Island Department of Business Regulation, Division of Banks and the Connecticut Banking Department. The transaction is also subject to third party consents, approval by the shareholders of PB Bancorp and the expiration of all related statutory waiting periods. The Board of Trustees of Centreville Bank and the Boards of Directors of PB Bancorp, Inc. have unanimously approved the transaction. Each executive officer and director of PB Bancorp, Inc. has entered into a voting agreement with Centreville Bank pursuant to which they have agreed to vote the shares of PB Bancorp, Inc. held by in favor of the approval of this agreement. As on February 7, 2020, the transaction was approved by the shareholders of PB Bancorp. The transaction received all necessary regulatory approvals on April 27, 2020. The transaction is expected to close in the first or second quarter of 2020. As of April 27, 2020, the transaction is targeted to close before the opening of business on May 1, 2020. Boenning & Scattergood, Inc., Investment Bank acted as financial advisor to Centreville Bank and rendered a fairness opinion to the board of directors of Centreville Bank. Keefe, Bruyette & Woods acted as financial advisor to PB Bancorp, Inc. and rendered a fairness opinion to the Board of Directors of PB Bancorp, Inc. Eric Luse, Kent M. Krudys, Max Seltzer and Scott A. Brown of Luse Gorman, PC acted as legal advisors to Putnam Bank and PB Bancorp, Inc. Michael K. Krebs, Michael E. Mooney, Christopher S. McLoon, Matthew J. Gaughan, David S. Rubin, Jason Cabral, Crescent Moran Chasteen and Matthew H. Snell of Nutter McClennen & Fish LLP acted as legal advisors for Centreville Bank. Pat McJoynt of Stifel Financial Corp. acted as financial advisor to PB Bancorp, Inc. Laurel Hill Advisory Group, LLC acted as information agent to PB Bancorp and will receive a fee of $5500. Centreville Bank completed the acquisition of PB Bancorp, Inc. (NasdaqCM:PBBI) on May 1, 2020. Immediately after closing, each of PB Bancorp and Putnam Bank was dissolved and Putnam Bank’s charter was relinquished to the Banking Commissioner of the State of Connecticut. Effective upon the consummation of the merger, PB Bancorp’s directors and executive officers ceased serving in such capacities. John P. Miller, a director of PB Bancorp, was appointed as a member of the Board of Trustees of Centreville Bank.