MVB Financial Corp. (NasdaqCM:MVBF) entered into a definitive merger agreement to acquire Integrated Financial Holdings, Inc. (OTCPK:IFHI) for $94 million on August 12, 2022. Under the terms of the merger agreement, Integrated Financial Holdings (IFH) shareholders will receive 1.21 shares of MVB common stock for each share of IFH common stock. The Merger Agreement further provides that a termination fee of $3.90 million will be payable to MVB, as applicable, upon termination of the Merger Agreement under certain circumstances. Upon closing of the transaction, IFH President and Chief Executive Officer Eric Bergevin will join MVB's Executive Leadership Team as a direct report to Chief Executive Officer Larry F. Mazza. Riddick Skinner, Executive Vice President, Government Lending for IFH, and Michael Breckheimer, Executive Vice President, Corporate Strategy for IFH, will report to Eric Bergevin. There will be no change to MVB Board of Directors and management, and, key IFH executives will be retained with roles in senior management. The transaction has been unanimously approved by both IFH's and MVB's Boards of Directors. The transaction is subject to approval of both companies' shareholders, regulatory approvals, registration statement effectiveness , execution of employment agreement, NASDAQ Listing and the satisfaction of other customary closing conditions. MVB Financial and Integrated Financial Holdings jointly announced on January 26, 2023, that each has received shareholder approval of the agreement. The transaction is expected to be completed in the first quarter of 2023. The transaction is expected to be immediately accretive to tangible book value per share at closing and approximately 15% accretive to earnings per share in 2023. MVB also expects tangible common equity to tangible assets and all regulatory capital ratios to increase pro forma for the transaction. Nathan Mittag and Justin K. Alarcon of Stephens Inc. acted as financial advisor and James J. Barresi of Squire Patton Boggs (US) LLP acted as legal advisor to MVB. Michael Sumbs and Bill Wagner of Raymond James & Associates, Inc. acted as financial advisor and provided opinion to Integrated Financial Holdings. Stuart M. Rigot and Todd H. Eveso of Wyrick Robbins Yates & Ponton LLP acted as legal advisor to IFH. For services rendered in connection with the delivery of its opinion, IFH paid Raymond James a customary investment banking fee of $350,000 upon delivery of its opinion. The $350,000 fee paid upon delivery of the Raymond James opinion will be deducted from and credited against any advisory fee payable upon completion of the transaction. The amount of the advisory fee, prior to crediting the $350,000 fee paid upon delivery of the Raymond James opinion, is equal to the greater of approximately $1.3 million

MVB Financial Corp. (NasdaqCM:MVBF) cancelled the acquisition of Integrated Financial Holdings, Inc. (OTCPK:IFHI) on May 9, 2023. Termination of the merger agreement was approved by the Board of Directors for each company primarily due to changing market conditions that have pressured bank industry stock prices and also due to understandable delays in regulatory processes. Termination of the merger agreement does not result in fees to either company.