Rosedale Federal Savings & Loan Association to Acquire CBM Bancorp, Inc. – Press Release

NewsReport January 28, 2022

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BALTIMORE, Jan. 28, 2022 /PRNewswire/ — Rosedale Federal Savings & Loan Association (“Rosedale Federal”) and CBM Bancorp, Inc. (“CBM Bancorp”) (OTCMKTS- “CBMB”) jointly announced the signing of a definitive merger agreement pursuant to which Rosedale Federal will acquire CBM Bancorp, the Baltimore, Maryland, based holding company and parent of Chesapeake Bank of Maryland, in an all-cash transaction for an aggregate purchase price of $64.4 million.

Under the terms of the merger agreement, which has been approved unanimously by the boards of directors of both entities, stockholders of CBM Bancorp will be entitled to receive $17.75 in cash for each share of CBM Bancorp common stock they own.

“This is a very exciting time for Rosedale Federal as this transaction will provide immediate additional size and scale, along with a larger footprint for additional growth opportunities,” said Kevin Benson, President and CEO of Rosedale Federal. “Evaluating opportunities in our marketplace has been part of our strategic plan for some time; now we have the opportunity to seize on an interesting time for local banks. The acquisition of CBM Bancorp truly makes sense when we look at how our businesses align on mortgage lending and deposits, along with branch locations that allow us to provide a strong financial benefit to our customers.”

Joseph Solomon, President of CBM Bancorp, said, “With local banking consolidation continuing and the additional headwinds facing our industry, we felt it was the right time for us to consider a partner. Rosedale Federal offers the scope of services, the community commitment, and the size that will provide the kind of community banking experience our customers expect. We both have a rich history in the Baltimore area and are excited to become a part of the Rosedale Federal family.”

The transaction will expand Rosedale Federal’s footprint in Maryland and complement its ongoing strategy of continuous growth to benefit account holders and drive business goals, as well as offer Chesapeake Bank of Maryland’s customers a larger banking network and more convenient banking options.

In connection with the execution of the merger agreement, Rosedale has entered into stockholder agreements with the directors and executive officers of CBM Bancorp. Subject to the terms and conditions of the stockholder agreements, these parties have agreed to vote their shares in favor of the transaction.

The merger is expected to be consummated during the first half of 2022, after the satisfaction of customary closing conditions, including regulatory approvals and the approval of CBM Bancorp’s stockholders.

Mr. Benson continued, “This is an exceptional fit for Rosedale Federal. The combined assets of both companies will enhance our proven ability to serve our community, while enriching our customer and employee experience.”

Performance Trust Capital Partners, LLC is serving as financial advisor, and Luse Gorman, PC is serving as legal counsel to Rosedale Federal in this transaction.

Piper Sandler & Co. is serving as financial advisor, and Jones Walker LLP, Washington, DC, is serving as legal counsel to CBM Bancorp.

About Rosedale Federal

For more than 110 years, Rosedale Federal Savings & Loan Association has been serving Baltimore City, Baltimore County, and Harford County residents with unparalleled personal service and high-quality savings and loan products at competitive rates. Rosedale Federal is a locally run, independent mutual savings and loan institution headquartered in Perry Hall, with 10 total locations in Overlea, Perry Hall, White Marsh, Abingdon, Forest Hill, Bel Air, Rosedale, Dundalk, Towson, and soon Timonium. In 2021 the bank donated nearly $270,000 to numerous area organizations and causes. Rosedale Federal continues to be the community bank that treats its customers like neighbors. Visit www.rosedalefederal.com for more information about products, services, or locations.

About CBM Bancorp, Inc.

CBM Bancorp, Inc. conducts its business operations through Chesapeake Bank of Maryland, a federally chartered stock savings association. The Bank was founded in 1913 as New Eastern Avenue Permanent Savings and Loan Association. The Bank operates as a community-oriented institution by offering a variety of loan and deposit products and serving other financial needs of its local community. The Bank conducts business out of its main office located in Baltimore County, Maryland, and out of three branch offices located in Arbutus, Bel Air, and Pasadena, Maryland. The Bank’s business strategy consists principally of attracting retail deposits from the general public in its market area, and using those funds, together with funds generated from operations and borrowings, to originate loans secured by residential and nonresidential real estate.