PRESS RELEASE
For Immediate Release - July 25, 2000
FOR MORE INFORMATION, CONTACT:
W. Moorhead Vermilye. - President, Talbot Bancshares, Inc.
(410) 822-1400
Daniel Cannon - President, Shore Bancshares, Inc.
(410) 758-1600
TALBOT BANCSHARES AND SHORE BANCSHARES
ANNOUNCE DEFINITIVE MERGER AGREEMENT
Easton, Maryland, July 25, 2000 - Talbot Bancshares, Inc. (OTC BB:TABS.OB),
headquartered in Easton, Maryland, and Shore Bancshares, Inc. (OTC BB:SHBI.OB),
headquartered in Centreville, Maryland, announced jointly today that they have
signed a definitive merger agreement.
The definitive merger agreement provides for the merger of Talbot
Bancshares into Shore Bancshares. Shore Bancshares will exchange 2.85 shares of
its common stock for each outstanding share of Talbot Bancshares common stock.
Based upon the closing price of Shore Bancshares shares on July 18, 2000 of
$14.62, the transaction has a value of approximately 3,462,459 Shore Bancshares
common shares worth $50.6 million. The merger is intended to be a tax-free
exchange for Talbot Bancshares shareholders and will be accounted for as a
pooling of interests.
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The merger is subject to approval by shareholders of Talbot Bancshares
and Shore Bancshares and by regulatory agencies. The Talbot Bank of Easton,
Maryland and The Centreville National Bank of Maryland will be separate
subsidiaries of Shore Bancshares after the merger and all branch locations will
remain open. No Talbot Bank or Centreville Bank employees will be terminated as
a result of the merger.
"We are very pleased to be joining forces with Shore Bancshares, an
institution with deep roots in the Eastern Shore region of Maryland," commented
W. Moorhead Vermilye, President of Talbot Bancshares. "This merger creates a
premier financial institution serving the Eastern Shore community and provides
excellent opportunities for continued rapid growth."
Daniel T. Cannon, President of Shore Bancshares, noted, "The
combination of Shore Bancshares and Talbot Bancshares will allow us to continue
to respond to the changing business environment through our investment in
technology and products and services developed to meet the needs of our
customers, while remaining true to our principle of excellent customer service."
Following the merger, Mr. Vermilye will serve as President and Chief
Executive Officer and Mr. Cannon will serve as Executive Vice President and
Chief Operating Officer of Shore Bancshares. Mr. Vermilye will continue to serve
as the President and Chief Executive Officer of the Talbot Bank of Easton,
Maryland, and Mr. Cannon will continue to serve as President and Chief Executive
Officer of The Centreville National Bank of Maryland.
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Shore Bancshares and Talbot Bancshares anticipate cost savings
resulting from combined operations and increased revenue from offering Talbot
Bancshares's broader product line in markets served by Shore Bancshares.
The following chart compares Shore Bancshares and Talbot Bancshares at
June 30, 2000.
(Dollars in thousands) Talbot BancShore Bancshares
Unaudited
Total Assets ............. $324,601 $201,584
Loans (net of reserves) .. 229,056 131,412
Deposits ................. 264,400 166,492
Equity ................... 37,520 23,479
This news release contains, among other things, certain forward-looking
statements regarding the combined company following the merger. Such
forward-looking statements involve certain risks and uncertainties, including a
variety of factors that may cause the combined company's actual results to
differ materially from the anticipated results or other expectations expressed
in such forward-looking statements, such as economic conditions, competition in
the geographic and business areas in which Shore Bancshares and Talbot
Bancshares and each of their affiliates operate, inflation, fluctuations in
interest rates, legislation, and governmental regulation.
Talbot Bancshares, headquartered in Easton, Maryland, is a one-bank
holding company and parent company of The Talbot Bank of Easton, Maryland, a
commercial bank providing general commercial banking services in Talbot and
Dorchester Counties in Maryland. The bank provides a full range of financial
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services to individuals, business and other organizations at five branches and
nine ATM's. Talbot Bancshares' Common Stock is quoted on OTC Bulletin Board
under the symbol "TABS".
Shore Bancshares, headquartered in Centreville, Maryland, is a one-bank
holding company and parent company of The Centreville National Bank of Maryland,
a national banking association. The Centreville National Bank of Maryland
operates five full service branch offices serving Queen Anne's, Caroline and
Kent Counties in Maryland. The Centreville National Bank of Maryland is engaged
in both the commercial and consumer banking business. Shore Bancshares' Common
Stock is quoted on the OTC Bulletin Board under the symbol "SHBI".
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