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Cash offer clinched Centreville Bank/PB Bancorp merger

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Cash offer clinched Centreville Bank/PB Bancorp merger

Putnam, Conn.-based PB Bancorp Inc. decided to seek a buyer in the face of rising technology costs and regulatory compliance that make running a publicly traded community bank difficult, the company said in a recent filing.

The merger of its unit Putnam Bank with West Warwick, R.I.-based Centreville Bank would help the depository achieve economies of scale, the bank said.

With the help of PB Bancorp's financial adviser, Keefe Bruyette & Woods, the company short-listed two interested acquirers in August 2019 from a field of 16 companies. Those two were privately held Centreville Bank and another party identified as Company A in the filing.

Company A offered to buy PB Bancorp for $13.50 per share, payable in 70% stock and 30% cash. Centreville Bank offered to pay PB Bancorp a higher all-cash consideration of $15.25 per share.

The PB Bancorp board of directors approved moving forward with Centreville Bank but told Keefe Bruyette & Woods to ask Centreville Bank if it could raise its price offer so the companies could engage in exclusive negotiations.

On Aug. 29, 2019, Centreville submitted a revised indication of interest with a higher consideration of $15.40 per share. However, after Centreville's due diligence of PB Bancorp, Centreville Bank sought to bring down the purchase price back to $15.25 per share. The PB Bancorp board of directors agreed to the deal with Centreville Bank at that price.

PB Bancorp's board noted in the filing that the reduced volatility provided by the cash offer played a role in accepting Centreville's bid. The deal was announced on Oct. 22, 2019, and is expected to close in the first or second quarter.