Wayne Savings, Main Street Financial announce Merger of Equals

Wayne Savings Bancshares and Main Street Financial Services the holding company of Main Street Bank Corp., today announced they have entered into an Agreement and Plan of Merger under which Wayne will merge with and into Main Street in an all-stock transaction valued at approximately $68 million, which equates to $30.53 per Wayne share based on Main Street’s stock price of $17.50 as of February 22, 2023. As part of the merger, the operating bank subsidiary of Main Street, Main Street Bank Corp., will merge with and into the operating bank subsidiary of Wayne, Wayne Savings Community Bank. The combined bank will be branded as Main Street Bank. The transaction is expected to be approximately 40% accretive to Main Street’s earnings per share on a fully phased-in basis, excluding merger charges and approximately 16% accretive to Wayne’s earnings per share on a fully phased-in basis, excluding merger charges, on an exchange ratio-adjusted basis. Main Street also expects to increase its quarterly dividend to approximately $0.13 per share after closing. Under the terms of the definitive agreement, which was unanimously approved by the boards of directors of both companies, holders of WAYN common stock will have the right to receive 1.7446 shares of MSWV common stock. Existing Main Street shareholders will own approximately 47.5% of the outstanding shares of the combined company and Wayne shareholders are expected to own approximately 52.5% of the combined company. The combined company will trade under the Main Street ticker symbol "MSWV" on the OTCQX, and will operate under the "Main Street Financial Services Corp." name, and the combined bank will operate under the "Main Street Bank Corp." name. The administrative and bank headquarters of the combined company will be in Wooster, Ohio. The combined company’s Board of Directors will have thirteen directors, consisting of seven directors from Wayne and six directors from Main Street. Mark R. Witmer, Wayne’s current Executive Chairman, will serve as Executive Chairman of the combined company Board of Directors. Nicholas A. Sparachane, Main Street’s current Chairman, will serve as Vice Chairman of the combined company Board of Directors. The combined company will be led by an experienced management team that is comprised of individuals with significant financial services industry experience, including Executive Chairman Witmer and: James R. VanSickle II, Wayne’s current President and Chief Executive Officer, will serve as President and Chief Executive Officer of the combined company and Chief Executive Officer of the combined subsidiary bank. Mr. VanSickle will also serve as the interim Chief Financial Officer of the combined company and subsidiary bank. Richard A. Lucas, Main Street’s current Chief Executive Officer, will serve as President of the combined bank subsidiary. Todd J. Simko, Main Street’s current Executive Vice President & Chief Business & Risk Officer, will serve as Executive Vice President and Chief Operating Officer of the combined bank subsidiary. Promptly after the date of this announcement, Main Street and Wayne will prepare a joint proxy statement to be presented to the shareholders of each of Main Street and Wayne, seeking approval of the transaction. If an exemption from registration under the Securities Act of 1933 is not reasonably and satisfactorily available for the issuance of the shares of Main Street common stock, Main Street and Wayne will cooperate in the preparation and filing with the SEC a Form S-4 registration statement for the Main Street shares. The transaction is expected to close in the second half of 2023, subject to satisfaction of customary closing conditions, including regulatory approvals and approvals from both of Wayne and Main Street shareholders. Directors and certain executive officers of both companies have entered into voting support agreements to vote their shares in favor of the proposed transaction.