Dogwood State Bank to acquire Community First Bancorporation

February 1, 2024

RALEIGH, NC and SENECA, SC – Dogwood State Bank (OTC: DSBX) and Community First Bancorporation (OTC: CFOK) jointly announce the signing of a definitive merger agreement for Dogwood State Bank to acquire Community First Bancorporation, and its subsidiary, Community First Bank in an all-stock merger. The combination enhances Dogwood’s liquidity and funding while solidifying its position in high growth markets.

Community First Bancorporation is a multi-state bank holding company with total assets of approximately $685 million, headquartered in Seneca, SC.

The merger agreement provides that each Community First Bancorporation common shareholder receive 0.5875 shares and each preferred shareholder will receive 64.7719 shares of Dogwood’s voting common stock. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes and to provide a tax-free exchange for Community First Bancorporation stockholders.

Based on Dogwood’s most recent capital raise of $16.4 million in March 2023 at $20.00 per share, this would imply a transaction value per share of $11.75 for each Community First Bancorporation common share.

The pro forma company will have total assets of $2.2 billion, total deposits of $1.8 billion and net loans of $1.7 billion.