West Town Bank & Trust and Sound Bank Announce Merger

Mr. Bergevin will remain President and Chief Executive Officer of West Town and Chief Executive Officer of the combined bank.  At closing, Mr. Collins will become President of the combined bank and will also be added to the combined bank's board of directors as a fifth legacy Sound Bank director.

The Private Placement

As mentioned above, West Town has entered into SPAs with certain investors pursuant to which the company expects to raise gross proceeds of $17.5 million.  The Purchasers' obligations to fund under the SPAs are subject to certain conditions, including the receipt of all required regulatory and shareholder approvals to consummate the merger with Sound Bank.  The Series A Preferred Stock issued as part of the mixed equity raise will be a newly created series of preferred stock, which will be non-voting and, subject to required shareholder approvals, will be convertible, on or after October 1, 2017, into non-voting common stock, on the basis of ten shares of non-voting common stock for every one share of non-voting Series A Preferred Stock.  The proceeds from the private placement will be used to support the Sound Bank merger, the combined bank's capital ratios and for general corporate purposes.

West Town was advised in the merger by FIG Partners, LLC, Atlanta, Georgia, as financial advisor and Wyrick Robbins Yates & Ponton LLP, Raleigh, North Carolina, as legal counsel.  Sound Bank was advised by Raymond James & Associates, Inc., as financial advisor, Performance Trust Capital Partners, LLC, Chicago, Illinois, as independent advisor to render a fairness opinion, and Ward and Smith, P.A., New Bern, North Carolina, as legal counsel. 

About West Town Bancorp, Inc.
West Town Bancorp, Inc. is the registered bank holding company for West Town Bank & Trust, an Illinois state-chartered bank based in North Riverside, Illinois. The bank provides banking services through its offices in Illinois and North Carolina and also maintains loan production offices in North Carolina, New York, Maryland, Pennsylvania, Florida, Idaho and New Jersey. Its primary deposit products are checking, savings, and time certificate accounts, and its primary lending products are residential mortgage, commercial, and installment loans. Additionally, the bank engages in mortgage banking activities and, as such, originates and sells one-to-four family residential mortgage loans in multiple states.  To learn more about West Town and its subsidiary bank, please visit its website at www.westtownbank.com.

About Sound Banking Company
Sound Bank is a North Carolina state-chartered bank headquartered in Morehead City, North Carolina. Sound Bank has full-service offices in the following North Carolina cities: Morehead City, Wilmington, New Bern, Beaufort and Cedar Point.  Sound Bank also operates a loan production office in Jacksonville, North Carolina.  To learn more about Sound Bank, please visit its website at www.soundbanking.net.

Additional Information About the Merger
In connection with the proposed merger, West Town and Sound Bank will prepare a proxy statement/offering circular for the special meeting of shareholders of Sound Bank that will be called to approve the merger.  It is anticipated that the proxy statement/offering circular and other relevant materials (when they become available) will be mailed to shareholders of Sound Bank in the second quarter of 2017.  This press release is not a solicitation of any vote or approval of the shareholders of any of the parties and is not a substitute for the proxy statement/offering circular or any other documents that West Town or Sound Bank may send to Sound Bank's shareholders in connection with the proposed merger. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities to be issued in connection with the proposed merger. Offers to buy such securities will be solicited only by and pursuant to the terms, conditions and disclosures contained in the proxy statement/offering circular. The securities to be issued in the proposed merger and in the private placement are not savings or deposit accounts and are not insured or otherwise approved by the Federal Deposit Insurance Corporation or any other federal or state governmental agency.

BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, SHAREHOLDERS OF SOUND BANK ARE URGED TO CAREFULLY READ THE ENTIRE PROXY STATEMENT/OFFERING CIRCULAR REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.

Sound Bank and its directors and executive officers may be deemed to be participants in the solicitation of appointments of proxies from the shareholders of Sound Bank in connection with the special meeting of shareholders.  Information about the directors and executive officers of Sound Bank is set forth in the proxy statement for Sound Bank's 2016 annual meeting of shareholders, which is available from the investor relations section of the bank's website.  Additional information regarding the interests of these participants and other persons who may be deemed participants in the proxy solicitation may be obtained by reading the proxy statement for the special meeting of shareholders when it becomes available.

Cautionary Language Regarding Forward-Looking Statements
This press release contains certain "forward-looking statements," such as statements relating to future plans and expectations, and are thus prospective in nature.  Such forward-looking statements are subject to risks, uncertainties, and other factors that may cause actual results to differ materially from the results and expectations set forth in such statements.  Risk, uncertainties and factors that could cause or contribute to such differences include:  the businesses of WTBT and Sound Bank may not be integrated successfully or such integration may take longer to accomplish than expected; the expected cost savings and any revenue synergies from the merger may not be fully realized within the expected timeframes; disruption from the merger may make it more difficult to maintain relationships with customers, associates, or suppliers; the required governmental approvals of the merger may not be obtained on the proposed terms and schedule contemplated or be received at all; the Purchasers are not obligated to fund until a later date and the SPAs are subject to third-party contractual risk; and Sound Bank shareholders may not approve the merger.

Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate.  Therefore, we can give no assurance that the results contemplated in the forward-looking statements will be realized.  The inclusion of this forward-looking information should not be construed as a representation by West Town or Sound Bank or any person that the future events, plans, or expectations contemplated by the banks will be achieved.  All subsequent written and oral forward-looking statements concerning West Town, Sound Bank, or any person acting on their behalf is expressly qualified in its entirety by the cautionary statements above.  Except as may otherwise be required by law, none of West Town, WTBT, or Sound Bank undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, to reflect circumstances or events that occur after the date the forward-looking statements are made.

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SOURCE West Town Bancorp, Inc.