SANDUSKY, Ohio and LAWRENCEBURG, Ind., March 12, 2018 /PRNewswire/ -- Sandusky,
Ohio based Civista Bancshares,
Inc. ("Civista") (NASDAQ: CIVB) and United Community Bancorp, the
parent company of United Community Bank ("United" or "UCB")
(NASDAQ: UCBA), today announced the signing of a definitive merger
agreement pursuant to which Civista will acquire United.
Based on financial data as of December
31, 2017, the combined company would have total assets of
$2.1 billion, total loans of
$1.5 billion and total deposits of
$1.7 billion. United operates
an eight branch network in southeastern Indiana, five of which are located in the
Cincinnati MSA. This acquisition will allow Civista to bring
its enhanced commercial lending platform to United's
demographically strong markets. United will provide Civista
with low cost core deposit funding and excess liquidity.
Civista currently operates branches and loan production offices
from northern Ohio to Dayton, Ohio. The acquisition of United
expands Civista's community banking franchise into and around the
Cincinnati MSA, which is home to over 2.1 million people.
After this strategic partnership, Civista's community banking
platform will operate in each of the five largest Ohio marketplaces.
"This is an extraordinary opportunity for Civista and we are
very excited to welcome United's customers and employees to the
Civista family," said Dennis G.
Shaffer, CEO and President of Civista Bancshares, Inc.
"United, including its two predecessors, has maintained a
strong and stable presence in their local communities for over 100
years. We look forward to collaborating with United's
leadership team to grow and enhance their banking platform while
maintaining strong ties to their community. Michael
McLaughlin, UCB's Chief Operating Officer, will be named Market
Executive and Mark Sams, UCB's Chief
Credit Officer, will continue to lead the commercial lending
efforts in the market. Civista plans to keep all eight UCB
branch offices open. We believe the long-term growth
potential of this partnership offers substantial upside for
shareholders of both organizations."
"We have great admiration and respect for the Civista team and
believe Civista is an ideal partner providing many strategic
benefits to all of the UCB stakeholders," stated E.G. McLaughlin,
President and CEO of United. "We believe partnering with
Civista will provide us the enhanced capacity to deliver the
products and services sought by our customers. In addition,
we expect this partnership to accelerate the commercial loan
production efforts that we have undertaken in the greater
Cincinnati market. We
believe this merger is a great outcome for our shareholders and
positions us for continued success and potential."
Under the terms of the merger agreement, which has been
unanimously approved by the Boards of Directors of both companies,
the consideration United shareholders will receive is equivalent to
1.027 shares of Civista common stock and $2.54 in cash per share of United common stock.
This implies a deal value per share of $26.22 or approximately $114.4 million based on the 15-day average
closing price of Civista's common stock on March 9, 2018 of $23.06. Civista and United anticipate that
the transaction will qualify as a tax-free reorganization to the
extent that United shareholders receive Civista common stock in the
merger. The transaction is expected to close in the third
quarter of 2018, subject to each company receiving the required
approval of its shareholders, receipt of all required regulatory
approvals and fulfillment of other customary closing
conditions.
Under terms of the agreement, the directors of Civista and the
directors and executive officers of United have agreed to vote all
shares that they own in their respective organizations in favor of
the merger. In addition, a total of three existing United
directors will join the Civista Bank Board of Directors and two of
those directors will join the Civista Bancshares, Inc. Board of
Directors. E.G. McLaughlin is expected to be one of the
directors to join both boards.
In preparation for the merger, extensive due diligence was
performed over a multi-week period. Under the proposed merger
terms, the acquisition of United is expected to be immediately
accretive to Civista's earnings in 2018 and thereafter. In
addition, any tangible book value dilution created in the
transaction is expected to be earned back in approximately 3.5
years after closing. Post-closing, Civista's capital ratios are
expected to continue to exceed "well-capitalized" regulatory
standards.
Civista will host an investor conference call and webcast on
March 12, 2018, at 10:00 a.m., ET, to provide an overview of the
transaction and highlights. Participants may join the
conference ten minutes prior to the start time by calling
1-855-238-2712 and asking for the Civista Bancshares
conference. Additionally, the live webcast may be accessed
from the 'Webcasts and Presentations' page of the Company's
website, www.civb.com, or from the 'Upcoming Events' tab on the
CIVB mobile site.
Sandler O'Neill + Partners, LP acted as financial advisor to
Civista and Tucker Ellis LLP acted as its legal advisor in the
transaction. Keefe, Bruyette & Woods acted as financial
advisor to United and Kilpatrick
Townsend & Stockton LLP acted as its legal advisor.
About Civista Bancshares, Inc.
Civista Bancshares, Inc. is a $1.5
billion financial holding company headquartered in
Sandusky, Ohio. Civista's banking
subsidiary, Civista Bank, operates 29 locations in Northern,
Central and Southwestern Ohio.
Civista Bancshares, Inc. may be accessed at
www.civb.com. Civista's common shares are traded on the
NASDAQ Capital Market under the symbol "CIVB". The Company's
depositary shares, each representing a 1/40th ownership interest in
a Series B Preferred Share, are traded on the NASDAQ Capital Market
under the symbol "CIVBP".
About United Community Bancorp
United Community Bancorp is the parent company of United
Community Bank, headquartered in Lawrenceburg, Indiana. The Bank
currently operates eight offices in Dearborn and Ripley Counties, Indiana. United common
shares trade on the NASDAQ Global Select Market under the symbol
"UCBA".
Additional Information and Where to Find It
This joint press release is being made in respect of the
proposed transaction involving Civista and United. This press
release is neither an offer to sell nor a solicitation of an offer
to buy either Civista or United securities. This press
release is not a solicitation of any vote or approval of Civista's
or United's shareholders and is not a substitute for the joint
proxy statement/prospectus or any other documents which Civista and
United may send to their respective shareholders in connection with
the proposed transaction.
In connection with the proposed transaction, Civista intends to
file a registration statement on Form S-4 containing a joint proxy
statement/prospectus and other documents regarding the proposed
transaction with the SEC. Before making any voting or investment
decision, the respective investors and shareholders of Civista and
United are urged to carefully read the entire joint proxy
statement/prospectus when it becomes available and any other
relevant documents filed by either company with the SEC, as well as
any amendments or supplements to those documents, because they will
contain important information about Civista, United and the
proposed transaction. Investors and security holders are
also urged to carefully review and consider each of Civista's and
United's public filings with the SEC, including but not limited to
their Annual Reports on Form 10-K, their proxy statements, their
Current Reports on Form 8-K and their Quarterly Reports on Form
10-Q.
Civista and United and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Civista and United
in connection with the proposed merger. Information about the
directors and executive officers of Civista is set forth in the
proxy statement for the Civista 2017 annual meeting of
stockholders, as filed with the SEC on Schedule 14A on March 15, 2017. Information about the
directors and executive officers of United is set forth in the
proxy statement for the United 2017 annual meeting of stockholders,
as filed with the SEC on Schedule 14A on October 25, 2017. Additional information
regarding the interests of those participants and other persons who
may be deemed participants in the transaction and a description of
their direct and indirect interests, by security holdings or
otherwise, may be obtained by reading the joint proxy
statement/prospectus and other relevant documents regarding the
proposed merger to be filed with the SEC when they become
available.
When available, copies of the joint proxy statement/prospectus
will be mailed to the respective shareholders of Civista and
United. When available, copies of the joint proxy
statement/prospectus also may be obtained free of charge at the
SEC's web site at http://www.sec.gov, or by directing a request to
Civista Bancshares, Inc., 100 East Water Street P.O. Box 5016,
Sandusky, Ohio 44870, Attn:
Dennis G. Shaffer, President and
Chief Executive Officer or United Community Bancorp, 92 Walnut
Street, Lawrenceburg, IN 47025,
Attn: E.G. McLaughlin, President and Chief Executive
Officer.
Forward-Looking Statements
This joint press release contains "forward-looking statements"
within the meaning of the federal securities laws, including
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements may include: management plans relating
to the proposed transaction; the expected timing of the completion
of the proposed transaction; the ability to complete the proposed
transaction; the ability to obtain any required regulatory,
shareholder or other approvals; any statements of the plans and
objectives of management for future operations, products or
services, any statements of expectation or belief; projections
related to certain financial metrics; and any statements of
assumptions underlying any of the foregoing. Forward-looking
statements are typically identified by words such as "believe,"
"expect," "anticipate," "intend," "seek", "plan", "will", "would",
"target" "outlook," "estimate," "forecast," "project" and other
similar words and expressions or negatives of these words.
Forward-looking statements are subject to numerous
assumptions, risks and uncertainties, which change over time and
are beyond our control. Forward-looking statements speak only
as of the date they are made. Neither Civista nor United
assumes any duty and does not undertake to update any
forward-looking statements. Because forward-looking
statements are by their nature, to different degrees, uncertain and
subject to assumptions, actual results or future events could
differ, possibly materially, from those that Civista or United
anticipated in its forward-looking statements, and future results
could differ materially from historical performance. Factors
that could cause or contribute to such differences include, but are
not limited to, those included under Item 1A "Risk Factors" in
Civista's Annual Report on Form 10-K, those included under Item 1A
"Risk Factors" in United's Annual Report on Form 10-K, those
disclosed in Civista's and United's respective other periodic
reports filed with the Securities and Exchange Commission (the
"SEC"); that the proposed transaction may not be timely completed,
if at all; that prior to the completion of the proposed transaction
or thereafter, Civista's and United's respective businesses may not
perform as expected due to transaction-related uncertainty or other
factors; shareholder or other approvals are not obtained or other
customary closing conditions are not satisfied in a timely manner
or at all; reputational risks and the reaction of the companies'
shareholders, customers, employees and other constituents to the
proposed transaction; and diversion of management time on
merger-related matters. These risks, as well as other risks
associated with the proposed transaction, will be more fully
discussed in the joint proxy statement/prospectus that will be
included in the registration statement on Form S-4 that will be
filed with the SEC in connection with the proposed transaction.
While the list of factors presented here is, and the list of
factors to be presented in the registration statement on Form S-4
will be, considered representative, no such list should be
considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward looking
statements. For any forward-looking statements made in this
joint press release or in any documents, Civista and United claim
the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of
1995.
Annualized, pro forma, projected and estimated numbers are used
for illustrative purposes only, are not forecasts and may not
reflect actual results.
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SOURCE Civista Bancshares, Inc.; United Community Bancorp
