Transaction Overview

NexTier, Inc. (“NexTier”), the holding company of NexTier Bank, N.A. ( “NexTier Bank”) and Mars Bancorp Inc. (“Mars”) (OTC: MNBP), the holding company of Mars Bank, jointly announced today the signing of an agreement and plan of merger (the “Agreement”) that will result in Western Pennsylvania’s premier, locally owned and managed community bank with total assets in excess of $2.6 billion and 33 branches.  Upon consummation of the 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. Jim Dionise, Mars’ President and Chief Executive Officer will be added to the NexTier Bank Board of Directors.

Under the terms of the Agreement, shareholders of Mars will receive $20 per share of Mars Bancorp Inc. shares.  The agreement was unanimously approved by the Board of Directors of NexTier and Mars. The transaction is subject to approval by the shareholders of Mars, as well as customary regulatory approvals, including the Office of the Comptroller of the Currency. Pending the receipt of regulatory and shareholder approvals, the merger is expected to close in the first quarter of 2024.

“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 and 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,” said Rosenberger. “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,” said Jim Dionise, Mars Bank President and Chief Executive Officer.

About NexTier, Inc.

NexTier Bank is a subsidiary of NexTier Inc. and has 27 community offices throughout Butler, Armstrong, Allegheny, Westmoreland, Clearfield and Cumberland counties, along with loan production offices in Cleveland and Columbus, Ohio and Buffalo and Rochester, NY.  As of June 30, 2023, NexTier Bank reported total assets of $2.1 billion, total loans of $1.6 billion and total deposits of $1.7 billion.