WayneSavings, Main Street Financial Services to Merge

WOOSTER, Ohio – WayneSavings Bancshares Inc., holding company of WayneSavings Community Bank, and Main Street Financial Services Corp., holding company of Main Street Bank Corp., have entered into an all-stock merger agreement valued at approximately $68 million.

The merger price equates to $30.53 per Wayne share based on Main Street’s stock price of $17.50 as of Feb. 22. The combined bank will be branded as Main Street Bank.

Under the terms of the agreement, which was unanimously approved by directors of both companies, holders of Wayne common stock will have the right to receive 1.7446 shares of Main Street common stock. Existing Main Street shareholders will own 47.5% of the outstanding shares of the combined company; Wayne shareholders are expected to own 52.5%.

The combined company will have pro forma assets of approximately $1.35 billion and a market capitalization of approximately $130 million. It will trade under the Main Street ticker symbol on the OTCQX and operate as Main Street Financial Services Corp. The combined bank will operate as Main Street Bank Corp. The administrative and bank headquarters will be in Wooster.

The combined company’s board of directors will have 13 directors, consisting of seven directors from Wayne and six directors from Main Street. Mark R. Witmer, Wayne’s executive chairman, will serve as executive chairman. Nicholas A. Sparachane, Main Street’s chairman, will serve as vice chairman.

The combined company will be led by Witmer and James R. VanSickle II, Wayne’s president and CEO, who will serve in the same capacity at the holding company and CEO of the bank.

Richard A. Lucas, Main Street’s current CEO, will serve as president of the bank.

“We are excited to announce this transformational merger with Main Street Financial Services Corp.,” Witmer said. “We are bringing together two high-performing community banks that have similar values and proven track records of growth and building shareholder value. We share a commitment to the communities in which we operate and are dedicated to delivering the best products and services to our customers. This combination is poised to deliver long-term value for our shareholders, customers, employees and communities and provide opportunities for future expansion.”

The transaction is expected to close in the second half of the year, subject to customary closing conditions as well as regulatory and shareholder approvals. Directors and certain executive officers of both companies have entered into voting support agreements to vote their shares in favor of the transaction.

WayneSavings Community Bank operates 13 full-service banking locations in the communities of Wooster, Ashland, Millersburg, Rittman, Lodi, North Canton, Creston, Fredericksburg, Washingtonville,and Dalton, Ohio. It was founded in 1899 and is based in Wooster

Main Street Bank Corp. operates five full-service banking locations in the communities of Wheeling, Wellsburg and Moundsville, West Virginia, and Toronto, Ohio. Main Street Financial Services Corp. was founded in 2001 and is based in Wheeling.

Published by The Business Journal, Youngstown, Ohio.