TowneBank Expands Carolinas Presence Through Agreement to Acquire Dogwood State Bank

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Portsmouth, Virginia-based TowneBank (NASDAQ: TOWN) and Raleigh, North Carolina-based Dogwood State Bank (OTCQX: DSBX), Aug. 19, 2025, announced the signing of a definitive merger agreement pursuant to which TowneBank will acquire Dogwood State Bank.

Officials said the proposed transaction substantially enhances TowneBank’s strategic journey down the fast-growing Interstate 85 corridor from Richmond, Virginia, to the Upstate region of South Carolina.

Additionally, the merger will increase the bank’s footprint with a new location in Charleston, South Carolina.

Pro forma for TowneBank’s pending acquisition of Old Point Financial Corporation (expected to close Sept. 1, 2025) and the proposed acquisition of Dogwood, the combined company would have total assets of approximately $22 billion, loans of approximately $16 billion and deposits of approximately $19 billion at close of the transactions.

TowneBank expects the acquisition of Dogwood to be approximately eight percent accretive to 2027E earnings per share with fully phased-in cost savings on a GAAP basis.

 

Under the terms of the merger agreement, common shareholders of Dogwood will receive a fixed exchange ratio of 0.700 shares of TowneBank common stock for each outstanding share of Dogwood common stock.

Officials said this implies a deal value per share of $25.04 or approximately $476.2 million based on TowneBank’s 15-day average closing stock price of $35.77 on Aug. 18, 2025.

Steve Jones, chief executive officer of Dogwood, will continue in a key leadership role within the combined company and join TowneBank as president of its North Carolina and South Carolina banking operations, and be a member of the TowneBank corporate management team.

“We are excited to have Steve and his talented teammates join hands and hearts with our Towne family to take our Main Street Bank forward in the fast-growing North Carolina and South Carolina markets,” said G. Robert Aston, Jr., executive chairman of TowneBank.

Steve Jones, CEO of Dogwood, said, “Today marks an exciting new chapter for our company. After thoughtful consideration, we have agreed to join forces with TowneBank, whose vision and values align closely with our own. This partnership will bring new opportunities for our customers, employees, and shareholders, while building to the legacy we’ve created at Dogwood."

Jones added, "I am incredibly proud of what our team has achieved and confident this transition will position us for continued success.”

The definitive agreement was approved by the boards of directors of TowneBank and Dogwood.

The transaction is expected to close in early 2026 and is subject to customary conditions, including regulatory approval, as well as the approval of Dogwood’s shareholders.

Raymond James & Associates, Inc. served as the financial advisor and Wachtell, Lipton, Rosen & Katz served as legal counsel to TowneBank in the transaction.

Piper Sandler & Co. served as the financial advisor and Williams Mullen served as legal counsel to Dogwood in the transaction.

Founded in 1999, TowneBank has grown its capabilities beyond banking to provide expertise through its affiliated companies that include Towne Wealth Management, Towne Insurance Agency, Towne Benefits, TowneBank Mortgage, TowneBank Commercial Mortgage, Berkshire Hathaway HomeServices RW Towne Realty, Towne 1031 Exchange, and Towne Vacations.

With total assets of $18.26 billion as of June 30, 2025, TowneBank is one of the largest banks headquartered in Virginia.

Dogwood State Bank is a state-chartered community bank headquartered in Raleigh, North Carolina, with approximately $2.4 billion in total assets as of June 30, 2025.

Dogwood provides a wide range of banking products and services through its online offerings and 17 branch offices in North Carolina, South Carolina, and Eastern Tennessee.

Dogwood also specializes in providing lending services to small businesses through its Dogwood State Bank Small Business Lending division.

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