Select Bancorp, Inc. (NasdaqGM:SLCT) signed a definitive agreement to acquire Premara Financial, Inc. (OTCPK:PARA) for $39.7 million on July 20, 2017. Under the terms of the merger agreement, Premara shareholders will receive merger consideration consisting of approximately 70% stock, with a fixed exchange ratio of 1.0463 shares of Select common stock for each share of Premara common stock, and 30% cash, or $12.65 for each share of Premara common stock. Premara shareholders will have an election option on the type of merger consideration that they would prefer to receive, subject to proration of such elections in accordance with the terms of the merger agreement. . Pursuant to the merger agreement, each warrant or stock option to acquire shares of Premara Financial common stock issued and outstanding as of the effective time of the merger was converted into the right to receive from the Select Bancorp a cash payment equal to $12.65 less the exercise price of such warrant or option, as applicable. Immediately following consummation of the merger, Carolina Premier Bank, a wholly owned subsidiary of Premara was merged with and into Select Bank & Trust Company, a wholly owned subsidiary of Select Bancorp. Premara will be required to pay to Select Bancorp a break-up fee of $1.6 million in the even it terminates the deal. Select Bancorp will nominate two directors from the current Directors of Premara or Carolina Premier Bank. David P. Barksdale, Chief Executive Officer of Carolina Premier Bank and his team will join the Select Bank & Trust team after the transaction. The combined bank will be headquartered in Dunn, North Carolina, with 18 branches serving North and South Carolina. The transaction is subject to the registration statement effectiveness, listing of new shares on NASDAQ, approval of federal and state regulatory agencies including the approval of the FDIC, the NCCOB, the Federal Reserve and by all other governmental or regulatory agencies, termination of executive agreements, non-competition agreements being executed, the number of shares of Premara common stock for which appraisal rights have been properly asserted shall be no more than 10% of the outstanding shares of Premara common stock, the ratio of Carolina Premier’s classified assets to the sum of its total shareholders’ equity and allowance for loan and lease losses must be less than 12.50% as of the closing date of the merger, and the receipt of Select Bancorp's and Premara's shareholders' approvals. The deal is also subject to termination of employment agreements with David P. Barksdale, Caryn R. Johnson, Timothy Key, Amy Macari, Kendall R. Stewart, and C. Hunter Widener. The transaction has been unanimously approved by the Boards of Directors of each company. On December 12, 2017, the transaction received all required shareholder and regulatory approvals. As of December 13, 2017, the transaction is expected to close on December 15, 2017. The transaction is expected to be immediately accretive to Select’s earnings per share excluding merger costs, increasing its stand-alone EPS by 10.1% beginning in 2018. Roger G. Powell, LLC acted as financial advisor and Todd H. Eveson of Wyrick Robbins Yates & Ponton LLP acted as legal advisor to Select Bancorp. Burke Capital Group, LLC rendered a fairness opinion to Select’s Board of Directors in connection and has also acted as the financial advisor with the transaction and will receive $75,000 for its services. Boenning & Scattergood, Inc. acted as financial advisor and fairness opinion provider and will receive an aggregate fee of 1.50% of the total transaction consideration for its services, was paid $15,000 at the outset of the engagement, $50,000 upon delivery of Boenning’s fairness opinion, and the remainder upon consummation of the merger. and Phil Shasteen of Johnson, Pope, Bokor, Ruppel & Burns, LLP acted as legal advisor to Premara Financial. BA Securities, LLC acted as financial advisor to Select Bancorp in the transaction. Computershare, Inc. acted as transfer agent for Select Bancorp, Inc.