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Middlefield Banc (MBCN) investor relations material
Middlefield Banc Proxy Filing summary
Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.Proxy Filing summary19 Dec, 2025
Executive summary
A merger is proposed between two financial institutions, with one entity surviving and the other merging into it, followed by a bank subsidiary merger.
Each share of the merging company will be converted into 2.6 shares of the surviving company, with cash paid for fractional shares based on recent market prices.
The merger is subject to approval by shareholders of both companies and regulatory authorities, with special meetings scheduled for February 10, 2026.
The merger aims to expand market presence, increase assets, and provide enhanced products and services.
Both boards recommend approval, supported by fairness opinions from independent financial advisors.
Voting matters and shareholder proposals
Shareholders of the surviving company will vote on adopting the merger agreement, increasing authorized shares, approving share issuance, and potential adjournment to solicit more proxies.
Shareholders of the merging company will vote on adopting the merger agreement, an advisory vote on executive compensation related to the merger, and potential adjournment.
Approval thresholds: two-thirds of outstanding shares for key proposals, majority for others.
Directors and certain officers have entered into voting agreements to support the merger.
Board of directors and corporate governance
Two directors from the merging company will join the surviving company's board post-merger.
The surviving company's board structure and governance documents will remain, with some differences in shareholder rights post-merger.
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Next Middlefield Banc earnings date
Q4 202523 Jan, 2026
Next Middlefield Banc earnings date
Q4 202523 Jan, 2026
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Frequently asked questions
Middlefield Banc Corp operates as a bank holding company for The Middlefield Banking Company. The company provides a range of banking products and services, primarily targeting individuals, small to medium-sized businesses, and local governments. Its offerings include traditional deposit products like savings, checking, and money market accounts, as well as various loan products such as residential and commercial mortgages, consumer loans, and commercial real estate financing. Middlefield Banc Corp also offers services related to wealth management, financial planning, and online banking. The company is headquartered in Middlefield, Ohio, and its shares are listed on the NASDAQ.
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