Carroll Community Bank - Acquisition (Informational Updates)


 

 Farmers & Merchants Bank's acquisition of Carroll Community Bank

 On March 5, 2020, Farmers and Merchants Bank announced the future acquisition of the Carroll Community Bank.   This web page is dedicated to providing informational updates to the banking customers of each bank institution to assist in their understanding of the planning and transition of banking services & bank facilities in the coming months.  Periodic updates will be provided in the weeks and months ahead.  Thank you for your understanding in these matters. 

Welcome to Farmers & Merchants Bank!

 On October 1, 2020, Carroll Community Bank became part of Farmers and Merchants Bank. We are very excited to welcome you and your family to the Farmers and Merchants Bank family. We have been providing financial services to our community for over 100 years and we look forward to assisting you with all of your financial needs.
The combination of these two great banks allow us to provide greater access to branches and ATMs, expanded products and services for our customers, and continued support to our local communities.
I want to assure you that you will still see many of the familiar smiling faces and that you will continue to receive the exceptional quality of community bank service that you have come to enjoy.
Over the next few months, our team will be working diligently to integrate the Carroll Community Bank systems, which is planned to occur in December 2020. Our team will keep you informed as details continue to evolve.
We sincerely appreciate your business and look forward to being your local resource to help you achieve your financial goals.


Sincerely,

James R. Bosley, Jr.
President, Chief Executive Officer

 Business Online Banking - Conversion Guidance

In a planned and scheduled conversion of this service from the former Carroll Community Bank Internet Banking service, this information is being extended to assist your organization in this transition of online banking services as scheduled for “Live” Activation on Monday, December 7, 2020 at approximately 9:00AM (EST).


(2) E-Mails to Primary Business Users containing Encrypted Temporary Login Name & Password – Initial or 1st Login

On Monday, December 7, 2020 at approximately 9:00AM (EST), the Primary Admin User for each business profile will receive two (2) separate emails from, bankingmanager@fmb1919.bank, containing encrypted links of a system-generated temporary user login name and temporary password (expires in 48 hours) for the first login occurrence. Click on the embedded link in the email, and copy the user name from the email and paste into the Username Field. Copy the password from the email and paste into the Password Field. The Primary Business User will receive prompts to update their password during initial login and are recommended to also change their User Name after logging in via My Settings (upper right of Business Banking profile page). Primary Business Users will be presented with a one-time multi-factor authentication screen to authenticate their identity at initial login by receiving a 6-digit code (expires in 10 minutes) to your telephone or cell number. This code is entered to register your private computer or device for the successful navigation to your Business Banking online banking application.

ADD – Secondary Business Users – Assign Account Entitlements and Access Settings for Internet Banking (Instruction Guides)

Secondary Business Users do not convert over in this conversion, and are required to be re-established and setup by the Primary Business User, to grant specific account entitlements for their assigned user roles and access levels to desired bank accounts. To assist in the quick setup of each Secondary Business User, the enclosed NCR/DI vendor guides titled, Add a Business User and Approve a Business User are included as supplements to this mailing, including helpful screen shots to follow for each user’s setup. See pdf URL links for each User Guide below.

Online – Account History – Reviews & Retrieval in advance of December 7, 2020 for Business Recordkeeping

In this planned conversion, six (6) months of account transactional history in text format will convert to your new application but will not contain traditional check images after “Live” activation of services. Daily check image transactions will begin to build into future account history on December 7, 2020. For your consideration in advance of the conversion date, please save and/or download in your current online banking application, e-statements, account transaction history into Excel and/or Intuit Quicken/Quickbooks applications; to preserve electronic account recordkeeping for your business organization. Intuit Conversion Instruction Guides for Quicken and Quickbooks Web Connect versions of Windows and Mac operating systems are provided at the Farmers and Merchants Bank’s dedicated website page: https://www.fmb1919.bank/Carroll-Community-Bank-Acquisition

Recurring Transfer Setup – Post-Conversion (after Activation of Internet Services on December 7, 2020)

If your business organization established recurring transfers between internal bank accounts and/or external bank accounts at another bank institution on your prior online banking application, these transfers will need to be re-established and setup in the Farmers and Merchants Bank online banking application. Due to the conversion of accounts from the Carroll Community Bank system to the Farmers and Merchants Bank computer system, the former bank account links were broken and could not be effectively converted over to retain these recurring transfer transactions in your online banking application transition.


(ACH) Payment Processing through Business – Internet Banking on December 7, 2020 and after

A limited number of authorized Business Banking Profiles contain ACH Payments Records, including Payee Name, Bank Routing-in-Transit Number, and Bank Institution Account Number, have been setup in Payment Templates with no dollar amount to assist in the future processing and transmission of these ACH Payment transactions for the organization.


Thanks in advance for your review, understanding and assistance in these matters, and please feel free to contact the bank’s Client Services Department at 410-517-3065 or via email correspondence to clientservices@fmb1919.bank for guidance, login or troubleshooting assistance in your online banking review. Additional communications relative to the Carroll Community Bank – Conversion and business banking services are outlined in the informative Business Welcome Kit available on the bank’s website at, https://www.fmb1919.bank/Carroll-Community-Bank-Acquisition

If your business organization requires escalated assistance for the conversion, please do not hesitate to contact Chris Oswald, E.V.P.-Chief Operations Officer at 410-374-1510 or via email correspondence to chris.oswald@fmb1919.bank as well as to my banking associate, Julie Harris-Hare, S.V.P.-Data Processing at 410-517-3065 or via email correspondence to julie.harris-hare@fmb1919.bank, if you should have any further questions or concerns.

 

 

Welcome Carroll Community Bank Customers
We’re Glad you’re here!

Important Information:
•  Continue to bank as you normally would.
•  Communication will remain a priority. We will keep this page up to date as additional information about your account migration becomes available.
•  Is your contact information up to date?
          o For Carroll Community Customers, please call 410-795-1900
          o For Farmers and Merchants Customers, please call 410-374-1510

 

 

Frequently Asked Questions

 

I. General Information


Q: When will Carroll Community Bank become Farmers and Merchants Bank?
A: The merger is scheduled to close on October 1, 2020, and Carroll Community Bank will legally become Farmers and Merchants Bank on that date. You will start to notice some branding changes, such as new signs, statements and website changes over the next few months. Banking systems conversion will occur on or about December 7, 2020.


Q: How and when will information be communicated to Carroll Community Bank customers?
A: Farmers and Merchants Bank is committed to making sure that Carroll Community Bank customers are kept fully informed of all changes taking place during the merger and operational conversion. A Customer Welcome Kit Guide will be mailed prior to our conversion date that will detail how your Carroll Community Bank accounts and services may change. It is our goal to keep you fully informed and prepared.


Q: Who should I call for questions about my account?
A: The Carroll Community Bank Customer Service Team will continue to serve your needs with the highest level of excellence. Please call 410-795-1900 or email customerservice@carrollcobank.com. You may also stop by your local branch for any questions.


II. Accounts


Q: Will my account number change?
A: At this time, your account number will remain the same. However, in the event that your account number has to change, you will be notified well in advance, and we will assist you every step of the way.


Q: Will my account benefits and fees change?
A: At this time, your account will remain the same. On December 7, 2020, your account will merge into one of the current products offered by Farmers and Merchants Bank. You will receive advanced notice of any changes to your account in the Customer Welcome Kit Guide that will be mailed.

 

Q: Who will be handling my accounts and transactions?
A: Until December 7, 2020, continue to use your normal Carroll Community Branch. The same people you know and trust will continue to serve you with the same level of service you have come to expect.


On December 7th and after, you will gain access to eight additional Farmers and Merchants bank branches. The Carroll Community Branch located at 1010 Baltimore National Pike will close on December 4, 2020 at which point accounts will be transferred to the Farmers and Merchants branch at 275 Clifton Blvd. For a full list of Farmers and Merchants branches and ATMs, please visit the website, www.fmb1919.bank.Locations-Hours

 
Q: Are my deposits still covered by FDIC insurance?

A: Yes, to the extent your deposits are covered by FDIC insurance now, they will continue to be covered, unless you have other deposits at Farmers and Merchants Bank that would cause your deposit balance to exceed the FDIC insurance threshold of $ 250,000.00. We will continue to work with you to make sure your deposits are covered by FDIC insurance to the fullest extent possible.

 

III. Checks and Debit Cards

 

 

Q: May I continue using my Carroll Community Bank checks?
A: Yes. You will not receive new checks during this transition. Your current check supply will continue to post correctly before, during, and after conversion. Feel free to re-order at any time needed. If you order checks after December 7, 2020, your checks will have the Farmers and Merchants Bank logo and routing number rather than those of Carroll Community Bank.


PLEASE NOTE: If you receive notification that it is necessary for your account number to be changed, please be sure to follow the instructions that will be provided.


Q: Will I receive a new debit card?
A: Yes. A Farmers and Merchants Bank VISA debit card will be mailed to all active card holders in November of 2020. This will be done at no charge to you. Continue using your current Carroll Community Bank debit card until further notice.


IV. Online and Mobile Banking


Q: What about online banking, bill pay, and the mobile app?
A: Continue using your Carroll Community Bank online banking, bill pay, and mobile app until further notice. Please remember, bank personnel will never contact you and ask you for account or log in information.

 

V. Certificate of Deposit (CD) Accounts


Q: What will happen to my CDs?
A: All CD customers will become customers of Farmers and Merchants Bank. Your current CD rate or term will not change.


VI. Other Information


Q: Can I keep using my same branch?
A: Yes. Please continue to use the current Carroll Community Bank branch locations. After December 7, 2020, you will be able to visit any of our Farmers and Merchants Bank branches. For a complete list of Farmers and Merchants Bank branches, please visit www.fmb1919.bank/Locations-Hours.

 

Q: Will my branch hours change?
A: No, all branch hours will remain the same.
• Eldersburg – Main Office
o Lobby Hours: Monday thru Thursday 9 am – 5 pm. Friday 9 am – 6 pm. Saturday 9 am – 12 pm.
   Drive Thru: Monday thru Thursday 8:30 am – 5 pm. Friday 8:30 am – 6 pm. Saturday 9 am – 12 pm.
• Westminster Branch
o Lobby Hours: Monday thru Thursday 9 am – 5 pm. Friday 9 am – 6 pm. Saturday 9 am – 12 pm.
   Drive Thru: Monday thru Thursday 8:30 am – 5 pm. Friday 8:30 am – 6 pm. Saturday 9 am – 12 pm.

     Please note, the Carroll Community Westminster Branch at 1010 Baltimore National Pike will permanently close on December 4, 2020. Customers of this branch will be        served from the Farmers and Merchants Westminster Branch located at 275 Clifton Boulevard beginning on December 7, 2020.


Q: What will happen to my loans?
A: Your loan payment, terms and conditions will continue as-is. You should continue to make your loan payments just as you are doing now.


Q: Do I need to make any changes to my automatic payments or deposits? (Social Security/Direct Deposits/Payroll Deposits)
A: You do not need to make any changes at this time. Your automatic deposits and automated payments will continue to work. We will notify you well in advance should you need to change any of this information.

 

 

Press Release

Farmers and Merchants Bancshares, Inc. to Acquire Carroll Bancorp, Inc.
Hampstead and Sykesville, Maryland, March 6, 2020 – Farmers and Merchants Bancshares, Inc. (OTC PINK: FMFG, “Farmers and Merchants”), parent company of Farmers and Merchants Bank, announced today that it has entered into an Agreement and Plan of Merger (the “Merger Agreement”) whereby it will acquire Carroll Bancorp, Inc. (OTC PINK: CROL, “Carroll”), parent company of Carroll Community Bank, in an all-cash transaction valued at $25 million, or approximately $21.63 per share of Carroll common stock, subject to adjustment under certain circumstances provided for in the agreement.


The proposed transaction will enhance Farmers and Merchants’ presence in Carroll County and is expected to result in Farmers and Merchants becoming the 14th largest bank based in the state of Maryland by total deposits, with total consolidated assets in excess of $620 million. Farmers and Merchants anticipates that the proposed transaction will be immediately accretive to its earnings per share, before the impact of one-time transaction expenses.


James R. Bosley Jr., President and CEO of Farmers and Merchants, commented, “We are very excited about the proposed merger with Carroll Community Bank. Our companies share similar values and our partnership will reinforce the foundation for an extraordinary community bank that puts our customers, employees, and communities first. We look forward to bolstering our banking presence in existing markets and entering attractive new markets that are a logical extension of our existing footprint.”


“We are proud to partner with Farmers and Merchants Bank, and believe the merger is an excellent fit,” said Russell
J. Grimes Jr., President and Chief Executive Officer of Carroll Community Bank. “We believe this combination will better align our resources, enhance our financial strength, and expand our product offerings and technology solutions, all of which will allow us to better-serve our customers and communities.”


Pursuant to the Merger Agreement and the related agreements, Carroll will merge with and into Farmers and Merchants, with Farmers and Merchants as the surviving company, and Carroll Community Bank will merge with and into Farmers and Merchants Bank, with Farmers and Merchants Bank as the surviving Maryland commercial bank. The combined bank will operate under the Farmers and Merchants Bank name.


The proposed transaction, which has been approved by the Boards of Directors of both companies but remains subject to customary closing conditions as well as approval by Carroll’s stockholders and by applicable bank regulatory authorities, is expected to be completed in the second half of 2020.


Olsen Palmer LLC served as financial advisor and Gordon Feinblatt LLC served as legal advisor to Farmers and Merchants. Piper Sandler & Co. served as financial advisor and Luse Gorman, PC served as legal counsel to Carroll.


The foregoing is intended only as a summary and is qualified in its entirety by reference to the terms of the Merger Agreement, which will be included as an exhibit to Farmers and Merchant’s Current Report on Form 8-K to be filed with the Securities and Exchange Commission (the “SEC”) within four business days of this release.

 

About Farmers and Merchants Bancshares, Inc.
Founded in 1919, Farmers and Merchants has total assets in excess of $440 million and operates six traditional branches within the state of Maryland - Upperco, Hampstead, Greenmount, Reisterstown, Owings Mills and Westminster. More information about Farmers and Merchants can be found on its website: www.fmb1919.bank.

About Carroll Bancorp, Inc.
Carroll Bancorp, Inc. serves as the holding company for Carroll Community Bank, which has total assets in excess of $180 million and is based in Eldersburg, Maryland. Carroll Community Bank was originally organized in 1870 as Sykesville Perpetual Building Association and subsequently re-named Sykesville Federal Savings Association in 1988. In 2010, the bank’s name was changed to Carroll Community Bank and its charter was converted to a state charter. For more information about Carroll Bancorp, Inc., please visit https://carrollcobank.com/.

 

Forward-Looking Statements
Statements in this press release may not be based on historical facts and may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by reference to future period(s) or by the use of forward-looking terminology, such as “anticipate,” “estimate,” “expect,” “foresee,” “may,” “might,” “will,” “would,” “could” or “intend,” future or conditional verb tenses, and variations or negatives of such terms. These forward-looking statements include, without limitation, statements relating to the expected impact of the Merger and the related transactions (collectively, the “Proposed Transaction”) on the combined entity’s operations, financial condition, and financial results, (ii) expectations regarding the ability of Farmers and Merchants to successfully integrate the combined businesses, and (iii) the amount of cost savings and other benefits that are expected to be realized as a result of the Proposed Transaction. Readers are cautioned not to place undue reliance on the forward-looking statements contained in this press release because actual results could differ materially from those indicated in such forward-looking statements due to a variety of factors. These factors, include, but are not limited to, the ability to obtain regulatory approvals and meet other closing conditions required to complete the Proposed Transaction, including necessary approvals by Carroll’s stockholders, on the expected terms and schedule, delays in closing the Proposed Transaction, difficulties and delays in integrating the Carroll business or fully realizing cost savings from and other anticipated benefits of the Proposed Transaction, business disruption during and following the Proposed Transaction, customer and employee relationships and business operations may be disrupted by the Proposed Transaction, changes in interest rates and capital markets, inflation, customer acceptance of the combined business’s products and services, deterioration in economic conditions in our target markets or nationally, changes in laws, regulations, policies and guidelines that impact the companies’ ability to collect on outstanding loans or otherwise negatively impact their businesses, and other risk factors detailed from time to time in filings made by Farmers and Merchants with the SEC. All forward- looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by the cautionary statements contained or referred to herein. Any forward-looking statement speaks only as of the date of this press release, and neither Farmers and Merchants nor Carroll undertakes any obligation, and each specifically declines any obligation, to revise or update these forward-looking statements, whether as a result of new information, future developments or otherwise.


Additional Information and Where to Find It
In connection with the proposed Merger, Carroll will mail or otherwise provide to its stockholders a proxy statement regarding the proposed Merger. BEFORE MAKING ANY VOTING DECISION, CARROLL’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS THAT FARMERS AND MERCHANTS MAY FILE WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE PROPOSED MERGER.

 

For Farmers and Merchants investor inquires
or further information, contact:
James R. Bosley, Jr.
President and CEO
4510 Lower Beckleysville Road, Suite H
Hampstead, MD 21074
410-374-1510
Jim.Bosley@fmb1919.bank


For Carroll investor inquires
or further information, contact:
Russell J. Grimes, Jr.
President & CEO
1321 Liberty Road
Sykesville, MD 21784
410-795-1900 X9221
rgrimes@carrollcobank.com

 

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