NMB Financial Corporation/New Millennium Bank Announces Proposed Acquisition of Noah Bank and Potential U.S. Treasury ECIP Investment in NMB Financial Corporation

FORT LEE, NJ–(BUSINESS WIRE)–NMB Financial Corporation (“NMB” or “Company”) (OTC Pink: NMBF), bank holding company and parent company of New Millennium Bank (“Bank”), announced that a letter of intent has been sent to the Board of Directors Directors of Noah Bank, Elkins Park, Pennsylvania (“Noah”) in connection with a cash acquisition of Noah. The letter of intent provides for the cash acquisition of all of Noah’s outstanding shares at 100% of Noah’s tangible equity as of March 31, 2022, less transaction costs in excess of $2 million. Based on publicly available information about Noah as of December 31, 2021, and assuming transaction fees are equal to or less than $2 million, and no issues were identified during normal due diligence, the value that would be provided to Noah shareholders, using December 31, 2021 financial information, would be approximately $6.95 per share, based on the fact that Noah has 4.235 million shares outstanding.

U.S. Treasury Department Emergency Capital Investment Program NMB Investment

NMB is set to receive a $75.1 million investment through the United States Department of Treasury’s Emergency Capital Investment Program (“ECIP”). NMB is one of 186 Community Development Financial Institutions (“CDFIs”) and Minority Depository Institutions (“MDIs”) eligible to receive $8.7 billion in capital through the ECIP. The Treasury Department is expected to invest $75.1 million in preferred stock of NMB Financial Corporation, with the investment expected to close at the end of May 2022.

The U.S. Treasury Department’s investment is part of the federal government’s response to the COVID-19 pandemic. The ECIP was designed to provide direct financing to CDFIs and MDIs, as these types of financial institutions focus on improving access to capital in traditionally underserved markets such as minority and rural communities. other target populations.

Hong Sik Hur, Managing Director of NMB, said, “I am thrilled at the prospect of receiving this landmark investment in NMB from the Treasury Department, and this is a transformational and significant game-changer for NMB. NMB plans to put capital to work by increasing its lending to minority-owned small businesses and low-to-moderate income clients, as well as the targeted populations and communities that NMB serves. With this capital increase, NMB will be able to grow its assets well beyond $1 billion and provide additional products and services to customers within its footprint.

NMB offers to acquire Noah

NMB plans to use a portion of the capital received to undertake the acquisition of Noah, which will bring the surviving entity’s total assets to approximately $1 billion and provide the capital needed to support future growth. NMB is just one of two Korean-American MDI financial institutions in the United States that will receive ECIP funds, and this is a testament to the work NMB has done in building its banking franchise in New Jersey, New York, and Georgia. With the acquisition of Noah, if completed, NMB would also expand into Pennsylvania, and the total assets of the combined entity would approach $1 billion.

James S. Ryu, Managing Director of NMB, said, “I am confident in completing a seamless acquisition of Noah, a neighboring community bank, which is also an MDI and CDFI. As one, we will be able to much more effectively serve targeted populations, underserved communities, and low-to-moderate income individuals, families, and communities in the Eastern United States and beyond, which is our main mission.

NMB is aware that Noah has entered into an agreement with a group of private investors regarding an investment in common stock to acquire control of Noah, which would increase the capital account, but result in no liquidity for Noah shareholders. If the acquisition of control of Noah is completed by the private investors, which is expected to result in a material discount to the existing book value per Noah share, existing Noah shareholders could realize a material dilution of their book value. per share at the same time as majority control is transferred to the group of private investors.

Alternatively, the combination of NMB and Noah would create a significant US-Korean banking franchise on the East Coast and should provide significant cash value to existing Noah shareholders.

Noah shareholders did not have the opportunity to vote on the sale of control to private investors and may not be aware of the dilution that could take place. NMB believes its offer to acquire Noah based on tangible common stock as of March 31, 2022 is a superior proposition, providing much-needed liquidity to Noah shareholders. Additionally, the planned merger of the two organizations will allow the combined institution to provide additional products and services available to customers and provide continued employment opportunities for Noah employees.

As part of the Letter of Intent, NMB advised Noah’s Board of Directors that it has communicated to regulators its desire to proceed with the acquisition and deliver a definitive agreement, as well than full due diligence, within 30 days or less of signing the letter of intent. The transaction does not require NMB shareholder approval but would require the approval of two-thirds of Noah’s outstanding shares. The transaction is also subject to regulatory approval and normal and customary closing conditions. NMB’s boards of directors have unanimously approved the continuation of the letter of intent and it is hoped that the acquisition can be finalized in the third quarter of 2022.

About NMB

Established in 1999, New Millennium Bank is an FDIC-designated minority deposit-taking institution serving minority communities in New Jersey, New York and Georgia through 9 full-service branches. NMB also operates loan origination offices in Dallas, Texas and Seattle, Washington.

Forward-looking statements

Statements contained in this press release regarding the proposed transaction between NMB and Noah, future financial and operating results, the benefits and synergies of the transaction, the financing of the transaction, future opportunities for the combined company and any other statements regarding NMB’s expectations, beliefs and future goals, plans or outlook are forward-looking statements. All statements that are not statements of historical fact (including statements containing the words “will”, “plans”, “intends”, “believes”, “plans”, “anticipates”, “s ‘expects’, ‘estimates’, ‘plans’, ”continues” and similar expressions) should also be considered forward-looking statements. These statements are only predictions based on current assumptions and expectations. Actual events or results may differ materially from those contained in the forward-looking statements set forth herein. Important factors that could cause actual events to differ materially from those set forth in the forward-looking statements include: the ultimate outcome of discussions between NMB and Noah, including the possibility that NMB may not pursue a transaction with Noah or that Noah rejects a transaction with NMB; the ability of the parties to enter into a transaction; the risk that the conditions to closing of any transaction, including the receipt of required regulatory approvals and Noah shareholder approvals, may not be satisfied in a timely manner or at all; litigation relating to the transaction; unforeseen costs, fees or expenses resulting from the transaction; the risk that disruption of the proposed transaction materially and adversely affects the respective businesses and operations of NMB and Noah; NMB’s ability to realize the synergies, cost savings and other anticipated benefits of the proposed transaction, including the risk that the anticipated benefits of the proposed transaction will not be realized within the expected time frame or at all; potential adverse effects or changes in business relationships resulting from the announcement, expectation or completion of the transaction; NMB’s ability to retain and hire key employees; the recent and ongoing coronavirus (COVID-19) pandemic which poses risks and could adversely affect the Company’s business and results of operations in the coming quarters, credit risk, changes in market interest rates, inability to achieve merger-related synergies, competition, economic downturn or recession, and governmental regulation and supervision, the forward-looking statements included in this press release speak only as of the date hereof, and NMB makes no assumptions obligation to update these forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by securities and other applicable laws.

This communication does not constitute an offer to buy or a solicitation of an offer to sell any securities. This communication relates to a proposal made by NMB for a business combination transaction with Noah. This communication is not a substitute for any registration statement, prospectus, proxy statement or any other document that NMB and/or Noah may prepare in connection with the proposed transaction. Any definitive proxy statements (if any) will be mailed to Noah shareholders. NOAH SECURITYHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER MATERIALS CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.