XML 27 R17.htm IDEA: XBRL DOCUMENT v3.8.0.1
Note 10 - Pending Merger and Acquisition
9 Months Ended
Sep. 30, 2017
Notes to Financial Statements  
Business Combination Disclosure [Text Block]
Note
10:
     
Pending
Merger and Acquisition
     
 
On
August 1, 2017,
a definitive merger agreement (“Merger Agreement”) was entered into by and among the Company, Patriot Bank, Prime Bank, a Connecticut bank headquartered in Orange, CT (“Prime Bank”) (PMHV:US) and a stockholder representative of Prime Bank. Pursuant to the Merger Agreement, Prime Bank will merge into Patriot Bank and existing stockholders of Prime Bank will receive aggregate cash consideration (“Merger Consideration”) equal to
115%
of Prime Bank
’s tangible book value as of the closing date which is anticipated to be in the
fourth
quarter
2017.
Moreover, all outstanding stock options of Prime Bank will be settled by cash payment in an amount equal to the amount by which the per share Merger Consideration exceeds the exercise price of each stock option.
 
The acquisition will enable Patriot to expand its consumer and small business relationships, lending operations, and community presence, all of which will improve key operating metrics. This transaction was approved by the shareholders of Prime Bank on
October 17, 2017
and is also subject to customary regulatory approval. Upon closing, the acquisition will result in a new Patriot branch located in the Town of Orange, New Haven County, Connecticut.
 
Patriot is still evaluating the estimated fair values of the assets to be acquired and the liabilities to be assumed. Accordingly, the amount of any goodwill and other intangible assets to be recognized in the connection with this transaction, as well as acquisition costs incurred and expected to be incurred, are also yet to be determined.
The Company incurred
$39,000
of merger and acquisition expenses related to the Prime Bank merger for the
nine
months ended
September 30, 2017.
The Company anticipates that it will incur approximately
$500,000
of additional merger and acquisition expenses.
 
 
The effect of the merger is expected to be reflected in Patriot
’s results beginning with the
fourth
quarter of
2017.