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Mergers & Acquisitions

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Deal Overview

Buyer:
Middlefield Banc Corp.
Actual Acquirer:
Middlefield Banc Corp.
Target:
Emerald Bank
Deal Type:
Bank & Thrift Company
Agreement Date:
11/15/2006
Announcement Date:
11/15/2006
Announced Deal Value ($ M):
7.33
Status:
Completed
Completion Date:
4/19/2007
Announced Deal Value Per Share ($ )
NA

Consideration Breakout
Cash ($M) 3.6
Common Stock ($M) 3.6
Common Stock Issued 92,447

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 134.4 138.9
Price / Tangible Book (%) 134.4 138.9
Price / Earnings (x) NM NM
Price / Deposits (%) 25.48 22.09
Price / Assets (%) 19.31 17.36
Tangible Book Premium/ Deposits (%) 8.08 7.33
Deal Terms
Description of Consideration

Middlefield paid $7,240,890 in cash and stock to acquire Emerald Bank, subject to 50% of consideration being paid in cash. Total consideration of $7,326,890 was subject to adj. based on Emerald's equity at closing.

Accounting Method Purchase
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? In Market
Goodwill Generated ($ 000) 2,339
Estimated Cost Savings (%) NA
Estimated Cost Savings ($ 000) NA
Est. Restructuring Charges ($ 000) 197
Maximum Termination Fee ($ 000) 300
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) NA
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 104
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Donnelly Penman & Partners Inc
Seller Yes Ryan Beck & Co.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Grady & Associates
Seller Yes Vorys Sater Seymour and Pease