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AmeriServ Financial, Inc. (NASDAQ:ASRV) ("AmeriServ" or the "Company") today announced that it has reached a cooperation agreement ("Cooperation Agreement") with SB Value Partners, L.P. ("SBV"), which owns approximately 7.7% of the Company's outstanding common stock, par value $0.01 per share (the "Common Stock").
Under the Cooperation Agreement the Company, including members of AmeriServ's senior management and other designated members of the Company's Board of Directors (the "Board"), and SBV will regularly consult regarding the Company's financial performance metrics, business development and other similar matters. In addition, the Company and SBV will actively engage in substantive collaborative discussions designed to promote performance improvement and enhance the Company's value, subject in all events to input from and approval by the Board.
"We are pleased to have reached this Cooperation Agreement with SBV and appreciate the constructive dialogue we have had with them," said J. Michael Adams, Jr., AmeriServ's Chairman of the Board. "Our Board, which includes directors with a broad range of relevant skills and experience, is always open to the views of our shareholders – and this formalized structure with significant shareholder SBV is a testament to that commitment. We remain focused on the execution of our strategy as we continue enhancing value for shareholders, customers, employees and the communities we serve."
"Our 30 years of community banking experience lead us to believe that AmeriServ is a unique combination of niche businesses, significant bank assets and large Wealth Management AUM (Assets Under Management)," said Scott Barnes, Managing Partner of SBV. "We appreciate the Company's open and transparent engagement with us and look forward to our mutual discussions regarding increased financial performance and responsible asset growth to benefit all stakeholders and shareholders alike."
Pursuant to the Cooperation Agreement, SBV has agreed to vote its shares of Common Stock in favor of all of the Board's nominees and support all of the Board's recommended proposals at each annual or special meeting of shareholders of the Company held during the term of the Cooperation Agreement (subject to exceptions with respect to proposals that could reasonably be expected to result in an extraordinary transaction described in the Cooperation Agreement). SBV has also agreed to customary standstill, voting and other provisions. The complete Cooperation Agreement between the Company and SBV will be included on the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC").
Posted In: ASRV
