09:06 AM EDT, 03/28/2024 (MT Newswires) -- Capital Bancorp ( CBNK ) has agreed to acquire Integrated Financial Holdings in a cash-and-stock transaction valued at $66 million, the companies said Thursday.

The deal value excludes the value of a dividend that Integrated Financial shareholders would receive around deal completion, which is expected to occur in H2, the companies said.

Under the deal, Integrated Financial shareholders will get $5.36 in cash and 1.115 Capital Bancorp ( CBNK ) common shares for each Integrated Financial common share, according to the companies.

Around the deal's closing, Integrated Financial's minority stake in Dogwood State Bank is expected to be distributed to Integrated Financial shareholders in the form of a dividend equal to about 0.469 share of Dogwood State Bank for each Integrated Financial common share, the companies said.

This equates to a value of $7.69 per share or about $18 million based on Dogwood State Bank's closing price on Tuesday, the companies said.

Capital shareholders will own about 84% of the combined company, with Integrated Financial shareholders owning 16%, the companies said.

They said that upon deal completion, Integrated Financial's Chairman, President and Chief Executive Marc McConnell will become a director of Capital Bancorp ( CBNK ) and Capital Bank, Chief Operating Officer Melissa Marsal will become a part of Capital Bank's leadership, and Chief Strategy Officer Mike Breckheimer will become Capital Bank's head of Windsor Advantage.

The deal is expected to produce 17% earnings per share accretion in 2025 "with manageable tangible book value dilution" of about 5% earned back in about 1.8 years, according to the companies.