ChoiceOne Financial Services, Inc. (OTCPK:COFS) entered into an agreement to acquire County Bank Corp (OTCPK:CBNC) (CBC) for $89 million in a merger of equals transaction on March 22, 2019. Under the terms, each share of CBC common stock will be converted into right to receive 2.0632 fully paid and non-assessable shares of ChoiceOne. As part of completing the transaction, it is expected that ChoiceOne will declare and pay a special dividend of $0.60 per share to ChoiceOne shareholders as a part of transaction. ChoiceOne shareholders will own approximately 50.1% and CBC's shareholders will own approximately 49.9% of the combined company, excluding outstanding ChoiceOne stock options and restricted stock units after the completion of the transaction. CBC will be merged with and into ChoiceOne and the separate corporate existence of CBC will cease. The name of the surviving corporation will be ChoiceOne Financial Services, Inc. ChoiceOne Bank and Lakestone Bank & Trust are expected to consolidate in the second quarter of 2020. In case of termination of the agreement, both ChoiceOne and County Bank both will be required to pay a fee of $3.6 million.

The Board of Directors of the combined holding company will be comprised of 14 directors, consisting of seven Directors designated by ChoiceOne and seven Directors designated by CBC. The combined company will be led by Paul Johnson as Chairman of the Board, Bruce J. Cady as Vice Chairman of the Board, Kelly Potes as Chief Executive Officer and Michael Burke as President. The combined bank holding company will be headquartered in Sparta, with the combined company's senior leadership and operations based in both Sparta and Lapeer. The transaction is subject to various conditions including number of dissenting shares not exceeding 20% of the shares of CBC common stock entitled to vote at the CBC shareholders meeting, regulatory approvals, approval by shareholders of both ChoiceOne and CBC, registration statement effectiveness and other customary closing conditions. The agreement has been approved by the Board of Directors of both ChoiceOne and CBC. Each of the Board of Directors of ChoiceOne and CBC recommended that their respective shareholders vote in favour of the transaction at a special meeting to be held on September 18, 2019.

Rick Maroney Jr. of ProBank Austin and Investment Bank Services, Inc., delivered a written opinion, dated March 22, 2019, to ChoiceOne's board of directors, that the merger consideration to be provided to County is fair, from a financial point of view, to ChoiceOne. Boenning & Scattergood, Inc. delivered an opinion, dated March 22, 2019, to CBC's Board of Directors, that the exchange ratio to be received by the holders of CBC common stock pursuant to the merger is fair, from a financial point of view, to holders of County common stock. As on July 2, 2019, the transaction received approval from the Federal Reserve Bank of Chicago, acting under authority delegated by the Board of Governors of the Federal Reserve System to complete the merger. As of August 7, 2019, the registration statement has been declared effective. As of September 18, 2019, the transaction was approved by the shareholders of ChoiceOne and CBC. The transaction is expected to close in second half of 2019. As of July 26, 2019, the transaction is expected to be completed in late 2019. As of September 18, 2019, the transaction is expected to be completed on October 1, 2019. The transaction is projected to generate approximately 14% earnings per share accretion in the first full year.

ProBank Austin and Investment Bank Services, Inc. acted as financial advisors and fairness opinion providers and Emily E. Cantor, Sean H. Cook, Charlie Goode, Norbert F. Kugele, Rodney D. Martin, Jeffrey A. Ott, Justin W. Stemple and Karen J. VanderWerff of Warner Norcross +Judd LLP acted as legal advisor for ChoiceOne. Boenning & Scattergood, Inc. acted as financial advisor and fairness opinion provider and Peter Weinstock of Hunton Andrews Kurth LLP acted as legal counsel to CBC in the transaction. Continental Stock Transfer & Trust Company acted as exchange agent to ChoiceOne in the transaction. CBC agreed to pay Boenning a cash fee equal to 1.25% of the aggregate merger consideration upon consummation of the merger. Boenning also received a cash fee of $0.2 million for rendering the fairness opinion, which fee will be applied against and reduce the fee payable to Boenning upon consummation of the merger. EQ Proxy Services acted as the information agent to CBC and will be paid a fee of $5,500. ChoiceOne has agreed to pay ProBank Austin a fee in the amount of $0.05 million for rendering fairness opinion. In addition, ChoiceOne has paid ProBank Austin fees in the amount of $0.075 million to date relating to its services as exclusive financial advisor and, upon completion of the merger, will pay ProBank Austin additional fees in the amount of $0.575 million relating to such services.

ChoiceOne Financial Services, Inc. (OTCPK:COFS) completed the acquisition of County Bank Corp (OTCPK:CBNC) (CBC) in a merger of equals transaction on October 1, 2019. The combined holding company is traded on the OTC Pink Open Market under the symbol 'COFS'. The following persons designated by County were appointed to fill the resulting vacancies, who are in addition to the existing directors of ChoiceOne. Newly-Appointed Directors are Michael J. Burke, Jr., David H. Bush, Harold J. Burns, Patrick A. Cronin, Gregory A. McConnell, Eric E. Burrough and Bruce J. Cady. Existing Directors are Keith D. Brophy. Jack G. Henion, Paul L. Johnson, Roxanne M. Page, James A. Bosserd, Nels W. Nyblad and Kelly J. Potes. As per the terms of merger agreement, Greg L. Armock and Bradley F. McGinnis resigned from ChoiceOne's board of directors in order to accommodate the changes to the ChoiceOne board of directors.