NexTier, Inc., the holding company of NexTier Bank, N.A., and Mars Bancorp, Inc., the holding company of Mars Bank, jointly announced the parties have entered into a definitive agreement for NexTier to acquire Mars. The proposed transaction will result in Western Pennsylvania's premier, locally owned and managed community bank having total assets in excess of $2.6 billion. Upon consummation of the proposed transaction, Mars Bank will be merged with and into NexTier Bank, with the combined company and branch locations operating under the NexTier Bank brand. Clem Rosenberger, NexTier's President and Chief Executive Officer, will lead the combined institution, and Jim Dionise, Mars' President and Chief Executive Officer, will join the NexTier Bank Board of Directors upon the consummation of the merger.

With 27 branches and $2.1 billion in assets as of June 30, 2023, NexTier Bank brings a strong commercial business, treasury management and relationship building focus, along with its community-based culture to the combined bank.

"We believe the merger with Mars Bank provides NexTier the opportunity to provide additional banking services to Western Pennsylvania's businesses, retail customers, non-profit organizations, school districts and local government entities," says Rosenberger. "We are especially excited to expand our services into Mercer County. We will continue to provide the level of relationship-focused service and community involvement that both organizations have historically succeeded in. We look forward to our partnership with Mars Bank as we combine our two organizations."

Mars Bank holds $520.8 million in assets as of June 30, 2023 and brings strong capability in retail, mortgage, and commercial lending along with digital acquisition. "This merger ensures our customers will continue to receive access to the products, services, and technology they need, while maintaining the relationship-driven, hands-on service they've come to expect," says Jim Dionise, Mars Bank President and Chief Executive Officer.

Under the terms of the merger agreement, shareholders of Mars will receive cash consideration of $20.00 for each share of Mars common stock owned. The agreement was unanimously approved by the Boards of Directors of NexTier and Mars. The transaction is expected to close in the first quarter of 2024, following receipt of approvals from regulatory authorities, the approval of Mars' shareholders, and the satisfaction of other customary closing conditions.

Janney Montgomery Scott, LLC served as financial advisor and Alston & Bird LLP served as legal counsel to NexTier. D.A. Davidson & Co. served as financial advisor and Silver, Freedman, Taff & Tiernan LLP served as legal counsel to Mars.