ELGA Credit Union ("ELGA CU") and Marine Bancorp of Florida, Inc. (OTCMKTS: MBOF), the holding company for Marine Bank & Trust Company ("Marine Bank"), today announced that the companies have entered into a definitive agreement under which ELGA CU will acquire Marine Bank in an all-cash transaction. Subject to the terms of the agreement, shareholders of Marine Bank will receive $43.75 in cash for each share owned.

The transaction, which was unanimously approved by the boards of directors of ELGA CU and Marine Bank, combines ELGA CU's consumer and low-income lending expertise with Marine Bank's commercial and treasury management offerings. Upon completion of the transaction, ELGA CU will have total assets of approximately $2.2 billion, serve over 105,000 members and expand the communities it serves to 18 branches throughout Michigan and Florida.

"Throughout ELGA Credit Union's 73-year history, our mission of Building Lifelong Relationships has remained at the core of our decision making, and we believe this combination with Marine Bank will foster those relationships with our members and the communities we serve," said Terry Katzur, President and Chief Executive Officer of ELGA Credit Union. "This highly complementary transaction will allow us to bring our expertise in consumer banking and low-income lending to Marine Bank's communities, while gaining extensive business banking experience. With our combined resources and capital, we will be poised to better serve members and businesses in Michigan and Florida for years to come."

"This transaction is an exciting opportunity for Marine Bank to join forces with a like-minded, locally-operated organization that shares our values and our commitment to the communities and residents we serve," said Bill Penney, President and Chief Executive Officer of Marine Bank & Trust. "Like us, ELGA CU brings a personalized experience to all of its members. With its wealth of knowledge serving communities and individuals that don't typically have access to banking services, we will be able to expand our base of customers in east central Florida. Importantly, ELGA CU has committed to maintaining all Marine Bank jobs and banking centers, as well as expanding our philanthropic efforts throughout Vero Beach and Marine Bank's other communities. I'm confident the future is bright for all of Marine Bank'semployees and our customers." 

Katzur concluded, "As a community development financial institution, the root of all ELGA CU's member interactions is our focus on personalized solutions that meet the demands and address the issues of our members and the communities we serve. One of the most compelling aspects of this combination is the fact that Marine Bank is aligned with us in that approach. We look forward to becoming engrained in Vero Beach, Sebastian, Melbourne, Fort Pierce, and other nearby communities and working alongside the local Marine Bank teams on the ground in Florida to ensure that level of familiar service continues."

Following the close of the transaction, Bill Penney will remain as Florida Market President and retain local decision-making authority over banking centers in the communities Marine Bank currently serves.

Transaction Details, Timing, and Approvals

The transaction is expected to be completed in early 2025, subject to receipt of required regulatory and Marine Bankshareholder approvals as well as the satisfaction of customary closing conditions. Upon closing, Marine Bancorp of Florida, Inc. common stock will be retired and no longer be quoted on the OTC markets.

Advisors

Honigman, LLP is serving as legal counsel to ELGA Credit Union and McQueen Financial Advisors is serving as its financial advisor. Igler and Pearlman, P.A. is serving as legal counsel to Marine Bank & Trust. Piper Sandler & Co. is serving as financial advisor to Marine Bancorp of Florida, Inc. and rendered a fairness opinion to its Board of Directors.