Mid-Southern Bancorp, Inc., Mid-Southern Savings Bank, FSB and Beacon Credit Union Sign Definitive Purchase and Assumption Agreement

Beacon Credit Union and Mid-Southern Bancorp, Inc., the holding company for Mid-Southern Savings Bank, FSB, announced today that Beacon Credit Union, Mid-Southern Bancorp and Mid-Southern Bank have signed a definitive purchase and assumption agreement whereby Beacon Credit Union will acquire substantially all of the assets and assume substantially all of the liabilities (including all of the deposit account liabilities) of Mid-Southern Bank in an all-cash transaction (the "P&A Transaction"). As consideration for the P&A Transaction, Mid-Southern Bank will retain $10.0 million of its cash and Beacon Credit Union has agreed to pay Mid-Southern Bank $45,198,789 in cash (the "Purchase Price"), subject to a dollar-for-dollar increase or reduction if Mid-Southern Bank's total equity at closing as calculated in the purchase and assumption agreement is above or below $30,711,000. The parties have the right to terminate the purchase and assumption agreement if the Purchase Price is less than $36,198,789.

Following the completion of the P&A Transaction and after all of the respective obligations of Mid-Southern Bancorp and Mid-Southern Bank (including settlement of the liquidation accounts maintained by Mid-Southern Bancorp and Mid-Southern Bank) are settled or otherwise accounted for, Mid-Southern Bank will liquidate and distribute its remaining assets to Mid-Southern Bancorp (the "liquidation") and then Mid-Southern Bancorp will dissolve and distribute its remaining assets to its shareholders (the "dissolution").

Mid-Southern Bancorp's shareholders are currently estimated to receive in the dissolution between $15.00 and $17.00 in cash in exchange for each share of Mid-Southern Bancorp common stock owned (the "per share consideration"). Currently, Mid-Southern Bancorp has 2,885,039 shares of common stock outstanding. The per share consideration is subject to significant variation based on various factors including Mid-Southern Bank's equity at the closing of the P&A Transaction; the amount of corporate taxation to be paid by Mid-Southern Bancorp in the P&A Transaction; the regulatory treatment of and costs associated with the liquidation accounts; the amount of cash held by Mid-Southern Bancorp at the closing of the dissolution; costs related to the liquidation and the distribution of Mid-Southern Bank's remaining assets to Mid-Southern Bancorp; costs related to the dissolution and the distribution of Mid-Southern Bancorp's remaining assets to its shareholders; and Mid-Southern Bank's future operating results. Based on these factors, investors should not assume that the ultimate per share consideration distributed to shareholders will be within the range set forth above.

The distribution of cash representing the per share consideration to Mid-Southern Bancorp's shareholders at the closing of the dissolution is expected to occur within several months after completion of the P&A Transaction and the liquidation although delays in the dissolution and liquidation could delay the distribution to shareholders. 

"We're excited to bring the benefits of Beacon Credit Union to Mid-Southern Savings Bank's customers and communities" stated Dustin Cuttriss, Beacon Credit Union President and CEO. "This acquisition is a win – win for everyone involved as it provides Beacon's competitive services and products to new communities and provides a more expansive footprint for our Southern Indiana market. We extend a warm welcome to the customers of Mid-Southern Savings Bank."

"We are thrilled about our new partnership with Beacon Credit Union. We believe it continues our commitment to enhance shareholder value. The synergy created by combining these two companies coupled with the financial strength of the combined institution will assure that our customers, our employees and our communities have expanded opportunities and benefits far into the future," said Alexander (Alex) G. Babey, President and Chief Executive Officer of Mid-Southern Bank. "With a 93-year history and as one of Indiana's largest credit unions, Beacon is a proven leader in providing the highest level of financial services, while also sharing our commitment to strong community support."

The P&A Transaction has been unanimously approved by the boards of directors of Mid-Southern Bancorp, Mid-Southern Bank and Beacon Credit Union and is expected to close in the fourth quarter of 2024, subject to customary closing conditions including the approval of Mid-Southern Bancorp's shareholders and regulatory approvals. Mid-Southern Bancorp's shareholders will vote on the P&A transaction and the dissolution. Mid-Southern Bancorp, as the sole shareholder of Mid-Southern Bank, will vote on the liquidation.

Upon completion of the transaction it is expected that Alex Babey will be joining Beacon Credit Union in a transitional consulting role, James ("Jimmy") King will be named Business Development Officer - Louisville Market, and Erica Schmidt will be retained in an operational leadership role in Salem, IN. Beacon Credit Union intends to keep all of Mid-Southern Bank's branches and LPOs open following completion of the P&A Transaction. 

Luse Gorman, PC is serving as legal counsel to Mid-Southern Bancorp and Mid-Southern Bank, and Piper Sandler & Co., is serving as financial advisor to Mid-Southern Bancorp and Mid-Southern Bank. Barnes & Thornburg LLP is serving as legal counsel to Beacon Credit Union and Donnelly Penman & Partners is serving as financial advisor to Beacon Credit Union.