Announcement • Jun 02

Main Street Financial Services Corp. (OTCPK:MSWV) completed the acquisition of Wayne Savings Bancshares, Inc. (OTCPK:WAYN).

Main Street Financial Services Corp. (OTCPK:MSWV) entered into an Agreement and Plan of Merger to acquire Wayne Savings Bancshares, Inc. (OTCPK:WAYN) for $66.9 million on February 23, 2023. Wayne will merge with and into Main Street in an all-stock transaction valued at approximately $68 million, which equates to $30.53 per Wayne share based on Main Street’s stock price of $17.50 as of February 22, 2023. As part of the merger, the holders of WAYN common stock will have the right to receive 1.7446 shares of MSWV common stock. Existing Main Street shareholders will own approximately 47.5% of the outstanding shares of the combined company and Wayne shareholders are expected to own approximately 52.5% of the combined company. Wayne Savings will acquire Main Street in a merger of equals transaction. As part of the merger, the operating bank subsidiary of Main Street, Main Street Bank Corp., will merge with and into the operating bank subsidiary of Wayne, Wayne Savings Community Bank. The combined company will trade under the Main Street ticker symbol "MSWV" on the OTCQX, and will operate under the "Main Street Financial Services Corp." name, and the combined bank will operate under the "Main Street Bank Corp." name. The administrative and bank headquarters of the combined company will be in Wooster, Ohio. The combined company's Board of Directors will have thirteen directors, consisting of seven directors from Wayne and six directors from Main Street. Mark R. Witmer, Wayne’s current Executive Chairman, will serve as Executive Chairman of the combined company Board of Directors and Nicholas A. Sparachane, Main Street’s current Chairman, will serve as Vice Chairman of the combined company Board of Directors. James R. VanSickle II, Wayne’s current President and Chief Executive Officer, will serve as President and Chief Executive Officer of the combined company and Chief Executive Officer of the combined subsidiary bank. Mr. VanSickle will also serve as the interim Chief Financial Officer of the combined company and subsidiary bank. Richard A. Lucas, Main Street’s current Chief Executive Officer, will serve as President of the combined bank subsidiary. Todd J. Simko, Main Street’s current Executive Vice President & Chief Business & Risk Officer, will serve as Executive Vice President and Chief Operating Officer of the combined bank subsidiary. The transaction is subject to satisfaction of customary closing conditions, including regulatory approvals and approvals from both of Wayne and Main Street shareholders, WAYN and MSWV shall have received legal tax opinions that the transaction qualifies as a reorganization under Section 368(a) of the Internal Revenue Code, Form S-4 shall have become effective. Directors and certain executive officers of both companies have entered into voting support agreements to vote their shares in favor of the proposed transaction. The merger agreement was unanimously approved by the boards of directors of both companies. As of March 15, 2024, approval has been received from the Federal Reserve Bank, The Federal Deposit Insurance Corp., the Ohio Division of Financial Institutions, and the West VirginiaBoard of Banking and Financial Institutions (collectively, the "Regulatory Authorities") for the merger. As of May 7, 2024, the transaction was approved by the wayne's shareholders. The transaction is expected to close in the second half of 2023. The transaction is expected to be approximately 40% accretive to Main Street’s earnings per share on a fully phased-in basis, excluding merger charges and approximately 16% accretive to Wayne’s earnings per share on a fully phased-in basis, excluding merger charges, on an exchange ratio-adjusted basis. As of July 25, 2023, the transaction is expected to close during the fourth quarter of 2023. As of January 30, 2024, the transaction is expected to close during the second quarter of 2024. Piper Sandler & Co. acted as financial advisor and delivered a fairness opinion to the Board of Directors of Wayne. Dinsmore & Shohl LLP acted as legal counsel to Wayne. Raymond James & Associates acted as financial advisor to Main Street and delivered a fairness opinion to its Board of Directors. Jackson Kelly PLLC served as legal counsel to Main Street. Main Street Financial Services Corp. (OTCPK:MSWV) completed the acquisition of Wayne Savings Bancshares, Inc. (OTCPK:WAYN) May 31, 2024.

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