MVB FINANCIAL CORP MVBF

election_required = True...Shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your Shares without subjecting them to the proration procedure, upon the terms and subject to the conditions of the Offer. See Section 1. Has MVB or its Board of Directors adopted a position on the Offer? Our Board of Directors has authorized us to make the...

expiry = 2020-12-18...BY MVB FINANCIAL CORP. OF UP TO $45,000,000 OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $20.25 PER SHARE AND NOT LESS THAN $18.00 PER SHARE ​ ​ THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 18, 2020, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). ​ ​ MVB Financial Corp. (“MVB,” the “Company,” “we,” “us,” or “our”) is offering to purchase shares of our common stock, par value $1.00 pe...

listed = True...expressly reserve the right, at any time or at various times, to waive any of the conditions of the Offer, in whole or in part. This Offer shall not constitute an offer to sell or the solicitation of an offer to buy the Notes in the Notes Offering. The Shares are listed on the Nasdaq Capital Market (“Nasdaq”) and trade under the symbol “MVBF”. On November 16, 2020, the last full trading day before we commenced the Offer, the last reported sale price of the Shares on the Nasdaq was $18.50 per Share, which is above the $18.00 per Share lower end of the price range for the Offer. It is possible that the Purchase Price could be below th...

mechanism = DUTCH...n, to amend the Offer to purchase additional Shares, subject to applicable law. See Sections 1 and 14. What will be the Purchase Price for the Shares and what will be the form of payment? We are conducting this Offer by means of a procedure commonly called a “modified Dutch auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to sell your Shares or to tender your Shares at the Purchase Price determined pursuant to the Offer. We are offering to purchase Shares for cash up to $45,000,000, at a per share price not greater than $20.25 and not less than...

must_tender_all = True...properly withdrawn prior to the Expiration Date would result in an aggregate purchase price of more than $45,000,000, we will purchase Shares in the following order of priority: • First, we will purchase all odd lots of less than 100 Shares from shareholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the ​ ​ 6 TABLE OF CONTENTS Expiration Date (tenders of less than all of the Shares owned, beneficially or of record, by any such Odd Lot Holder will not qualify for this preference) (the “Preferred Odd Lots”); • Second, after purchasing all the Preferred Odd Lot...

priority = True...er”). Upon the terms and subject to the conditions of the Offer, promptly after the Expiration Date, we will determine a single price per Share (the “Purchase Price”), which will be not greater than $20.25 and not less than $18.00 per Share, that we will pay, subject to “odd lot” priority, proration and conditional tender provisions described in this Offer to Purchase, for Shares properly tendered at or below the Purchase Price in the Offer and not properly withdrawn, and accepted for payment, taking into account the number of Shares tendered pursuant to the Offer and the prices specified by the tendering shareholders. Th...

threshold = 100...low the Purchase Price and not properly withdrawn them before the Expiration Date. ​ Therefore, it is possible that we will not purchase all of the Shares that you tender even if you tender them at or below the final Purchase Price. See Sections 1 and 6. If I own fewer than 100 Shares and I tender all of my Shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date, and you complete the section entitled “Odd Lots” in the Letter o...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 tm2036030-1_ex99a1a.htm EXHIBIT (A)(1)(A) tm2036030-1_sctoi_DIV_01-ex99a1a - none - 5.616828s TABLE OF CONTENTS​ Exhibit 99(a)(1)(A)​ OFFER TO PURCHASE FOR CASH BY MVB FINANCIAL CORP. OF UP TO $45,000,000 OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $20.25 PER SHARE AND NOT LESS THAN $18.00 PER SHARE ​ ​ THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 18, 2020, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY B...