Capital Bancorp to acquire Integrated Financial Holdings for $66M

Capital Bancorp and Integrated Financial Holdings announced that they have entered into a definitive merger agreement under which CBNK will acquire IFH in a cash and stock transaction valued at $66M, exclusive of the value of a dividend to be received by IFH shareholders at or immediately prior to closing. Under the terms of the merger agreement, IFH shareholders will, subject to certain adjustments, receive $5.36 in cash and 1.115 shares of CBNK common stock for each share of IFH common stock. Based on the closing price of Capital common stock of $20.00 on March 26, 2024, the implied per share purchase price, inclusive of the cash consideration, is $27.66. At or immediately prior to the closing, IFH is expected to distribute its minority equity interest in Dogwood State Bank to IFH shareholders in the form of a dividend equal to approximately 0.469 shares of Dogwood State Bank for each share of IFH common stock, a value of $7.69/share or approximately $18M based on the closing price of Dogwood State Bank on March 26, 2024. At closing, Capital shareholders will own approximately 84% and IFH shareholders will own approximately 16% of the combined company. The transaction with IFH has been unanimously approved by both IFH’s and CBNK’s boards of directors and is expected to be completed in the second half of 2024, subject to approval of Capital’s and IFH’s shareholders, regulatory approvals and the satisfaction of other customary closing conditions.