Summit Financial Group, Inc. (NasdaqCM:SMMF) entered into agreement to acquire Cornerstone Financial Services, Inc. for $29.1 million on September 17, 2019. Under the terms of the agreement, Summit will acquire Cornerstone in exchange for cash in the amount of $5,700 per share or 228 shares of Summit common stock. Cornerstone shareholders will have a right to receive cash, Summit's common stock or a combination of cash and Summit common stock, subject to proration to result in 50% cash and 50% stock consideration in the aggregate. The consideration received by Cornerstone shareholders is subject to an adjustment if Cornerstone's adjusted shareholders' equity as of the effective date of the merger deviates from the range mutually determined by the parties. Following consummation of the merger, Cornerstone's wholly-owned subsidiary, Cornerstone Bank, Inc., will be consolidated with Summit's bank subsidiary, Summit Community Bank, Inc. Cornerstone Bank, Inc. offices will continue to operate under that name until close of business on Friday, March 20, 2020, and will commence operating under the name Summit Community Bank, Inc. on Monday, March 23, 2020. Cornerstone shall pay Summit, by wire transfer of immediately available funds the sum of $1.282,5 million As of June 30, 2019, Cornerstone Financial Services has approximately $170 million in assets. Post the transaction, Lorraine L. Brisell, Cornerstone's current President, will join Summit as Market President of Summit. The transaction has been unanimously approved by Board of Directors of Cornerstone and Summit Financial, and, is still subject regulatory approvals and the approval of Cornerstone's shareholders. The transaction is subject to listing/approval of new shares on stock exchange, dissenting shares shall be less than 5.0% of the issued and outstanding Cornerstone common stock and registration statement effectiveness (S-4/F-4). The special meeting of the shareholder of Cornerstone will be held on December 4, 2019 The transaction is expected to close early in 2020. D.A. Davidson & Co. acted as financial advisor and fairness opinion provider for Cornerstone. Cornerstone agreed to pay Davidson a cash retainer fee of $25,000 upon execution of the engagement letter and a cash fee of $100,000 concurrently with the rendering of its opinion. Cornerstone will pay to Davidson at the time of closing of the merger a contingent cash fee equal to 1.75% of the first $25 million of the aggregate consideration and 2.00% of the aggregate consideration over $25 million, less the $25,000 retainer fee and the $100,000 fee paid in connection with the opinion. Sandra M. Murphy of Bowles Rice LLP acted as legal advisor to Cornerstone Financial Services. Heather Eastep of Hunton Andrews Kurth LLP acted as legal advisor to Summit Financial Group. Computershare Investor Services LLC acted as transfer agent to Summit Financial. Summit Financial Group, Inc. (NasdaqGS:SMMF) completed the acquisition of Cornerstone Financial Services, Inc. on January 1, 2020.