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Deal Overview

Buyer:
Middlefield Banc Corp.
Actual Acquirer:
Middlefield Banking Company
Target:
Liberty Bank, National Association
Deal Type:
Bank & Thrift Company
Agreement Date:
7/28/2016
Announcement Date:
7/28/2016
Announced Deal Value ($ M):
40.62
Status:
Completed
Completion Date:
1/12/2017
Announced Deal Value Per Share ($ )
39.00

Consideration Breakout
Cash ($M) 21.1
Common Stock ($M) 21.0
Common Stock Issued 544,610

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 148.5 132.0
Price / Tangible Book (%) 148.5 132.0
Price / Earnings (x) 19.6 18.0
Price / Deposits (%) 21.91 20.66
Price / Assets (%) 18.99 17.70
Tangible Book Premium/ Deposits (%) 8.05 5.48
Deal Terms
Description of Consideration

Middlefield Banc Corp. paid $37.96 per share in cash or exchanged 1.1934 shares of its common stock for each outstanding share of Liberty Bank NA, subject to 45% of the consideration being paid in stock. Additionally, Liberty Bank NA received approximately $3 million as special dividend. Liberty Bank NA outstanding options and shares of phantom stock were cancelled in exchange for cash.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? Market Expansion
Goodwill Generated ($ 000) 10,512
Estimated Cost Savings (%) 30.00
Estimated Cost Savings ($ 000) 1,882
Est. Restructuring Charges ($ 000) 3,100
Maximum Termination Fee ($ 000) 1,650
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 1.193400
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) 3,087
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Donnelly Penman & Partners Inc
Seller Yes Boenning & Scattergood Inc.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Grady & Associates
Seller Yes Tucker Ellis LLP