EDGEMERE, MD and PASADENA, MD / ACCESSWIRE / August 5, 2021 / BV Financial, Inc. (OTC PINK:BVFL), the parent company of BayVanguard Bank, and North Arundel Savings Bank, announced today that they have entered into a definitive merger agreement whereby North Arundel Savings Bank will merge with and into BayVanguard Bank with BayVanguard Bank as the suriving entity.

Under the terms of the Merger Agreement, depositors of North Arundel Savings Bank will become depositors of BayVanguard and will have the same rights and privileges in Bay-Vanguard, M.H.C., the mutual holding company parent of BV Financial, as if their accounts had been established in BayVanguard on the date established at North Arundel Savings Bank. As part of the transaction, BV Financial will issue additional shares of its common stock to Bay-Vanguard, M.H.C. in an amount equal to the fair value of North Arundel Savings Bank as determined by an independent appraisal. These shares are expected to be issued immediately prior to completion of the merger.

The transaction is expected to be accretive to BV Financial's 2022 earnings per share.

"We are very excited about partnering with North Arundel Savings Bank. This transaction will be our fourth strategic combination in three years and strengthens our presence in Anne Arundel County," said David M. Flair, co-President and Chief Executive Officer of BV Financial.

"We are very pleased to join BayVanguard Bank," said North Arundel Savings Bank President, Machteld V. Thomas. "We believe our customers will benefit from this partnership with increased branch locations and broader product and services while still preserving the personal and excellent service that is the hallmark of a local, community bank."

There will be no change in the management of BV Financial or BayVanguard Bank as a part of the transaction. North Arundel Savings Bank's existing branch office will become a branch office of BayVanguard Bank. Following the merger, Machteld V. Thomas will be added to the Boards of Directors of each of Bay-Vanguard, M.H.C., BV Financial, Inc. and BayVanguard Bank. The merger is expected to increase BV Financial's consolidated assets from approximately $801 million at June 30, 2021 to $848 million.

Completion of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals and the approval of North Arundel Savings Bank's members. The transaction has been unanimously approved by the Boards of Directors of each entity and is expected to close in the fourth quarter of 2021 or the first quarter of 2022.

Luse Gorman, PC, served as legal advisor to BayVanguard Bank. Gordon Feinblatt LLC acted as legal advisor to North Arundel Savings Bank.

About BV Financial, Inc. and BayVanguard Bank
BV Financial, Inc. (OTC Pink:BVFL) is the parent company of BayVanguard Bank. BayVanguard Bank is headquartered in Edgemere, Maryland with sixteen other branches in the Baltimore metropolitan area and the Eastern Shore of Maryland. The Bank is a full-service community-oriented financial institution dedicated to serving the financial service needs of consumers and businesses within its market area. For additional information, visit its website at www.bayvanguard.com.

About North Arundel Savings Bank
North Arundel Savings Bank is a Maryland chartered mutual savings bank located in Pasadena, Maryland serving its community since 1956. For additional information, visit its website at www.northarundelsavingsbank.com.

FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements". In general, forward-looking statements usually use words such as "may," "believe," "expect," "anticipate," "intend," "will," "should," "plan," "estimate," "predict," "continue" and "potential" or the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of the merger, the expected returns and other benefits of the merger to shareholders, and the impact on diluted earnings per share. Forward-looking statements represent management's beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements.

Factors that could cause or contribute to such differences include, but are not limited to, the possibility that expected benefits may not materialize in the time frames expected or at all, or may be more costly to achieve; that the merger may not be timely completed, if at all; that prior to completion of the merger or thereafter, the parties' respective businesses may not perform as expected due to transaction-related uncertainties or other factors, including the economic or health effects related to the COVID-19 pandemic; that the parties are unable to implement successful integration strategies; that the required regulatory, member, or other closing conditions are not satisfied in a timely manner, or at all; reputational risks and the reaction of the parties' customers to the merger; diversion of management time to merger-related issues; risk of potential litigation related to the merger; risks associated with BV Financial's pursuit of future acquisitions; risk of expansion into new geographic or product markets; and other factors and risk influences. Consequently, no forward-looking statement can be guaranteed. Neither BV Financial nor North Arundel Savings Bank undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

ADDITIONAL INFORMATION
This press release is not a solicitation of any vote or approval of the North Arundel Savings Bank members and is not a substitute for the proxy statement or any other documents which North Arundel Savings Bank may send to its members in connection with the proposed merger.

In connection with the proposed merger, North Arundel Savings Bank will send a proxy statement to its members, as well as other relevant documents concerning the proposed merger. BEFORE MAKING ANY VOTING DECISION, MEMBERS OF NORTH ARUNDEL SAVINGS ARE URGED TO CAREFULLY READ THE ENTIRE MERGER PROXY STATEMENT REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.

For more information:
David M. Flair
Co-President and Chief Executive Officer
BayVanguard Bank
(410) 477-5000

Machteld V. Thomas
President 
North Arundel Savings Bank
(410) 255-6700

SOURCE: BV Financial, Inc.