Summit Financial Group to merge into Burke & Herbert for $25.20 per share

Burke & Herbert Financial Services Corp. (BHRB) and Summit Financial Group (SMMF) announced they have entered into a definitive agreement under which Summit will merge with and into Burke & Herbert in an all-stock merger of equals valued at approximately $371.5M or $25.20 per share of Summit common stock, based on a closing price for Burke & Herbert’s common stock of $49.98 as of August 23. Under the terms of the definitive agreement, which was unanimously approved by the boards of directors of both companies, holders of Summit common stock will have the right to receive 0.5043 shares of Burke & Herbert common stock. Existing Burke & Herbert shareholders will own approximately 50% of the outstanding shares of the combined company and Summit shareholders are expected to own approximately 50%. The company will operate under the name Burke & Herbert Financial Services and will trade under the Burke & Herbert ticker symbol (BHRB) on the Nasdaq Capital Market. The combined bank will continue to operate under the “Burke & Herbert Bank & Trust Company” brand. The combined company’s board of directors will have 16 directors, consisting of eight directors from Burke & Herbert and eight directors from Summit with David Boyle serving as chair. Summit’s current chair, Oscar Bean, will join as a vice chair of the combined board of directors. The transaction is expected to close in the first quarter of 2024, subject to satisfaction of customary closing conditions, including regulatory approvals and shareholder approval from Burke & Herbert and Summit shareholders. Summit directors and executive officers have entered into agreements with Burke & Herbert pursuant to which they have committed to vote their shares of Summit common stock in favor of the merger. Burke & Herbert directors and executive officers have entered into agreements with Summit pursuant to which they have committed to vote their shares of Burke & Herbert common stock in favor of the merger.