Shelby Daily Globe

Civista bancshares, Inc. to acquire Comunibanc Corp.

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SANDUSKY, Ohio and NAPOLEON, Ohio, January 10, 2022 /Prnewswire/ -- Sandusky, Ohio based Civista Bancshares, Inc. (“Civista”) (NASDAQ: CIVB) and Comunibanc Corp., the parent company of The Henry County Bank (“Comunibanc” or “CBCZ”) (OTCPK: CBCZ), today announced the signing of a definitive merger agreement pursuant to which Civista will acquire Comunibanc. Based on financial data as of September 30, 2021, the combined company would have total assets of approximat­ely $3.3 billion, total net loans of approximat­ely $2.1 billion and total deposits of approximat­ely $2.7 billion.

The acquisitio­n of Comunibanc will add 7 branches in Henry and Wood Counties in Northwest Ohio and approximat­ely $276 million in low-cost core deposits. As of September 30, 2021, Comunibanc also reported total assets of $329 million and total loans of $165 million. This acquisitio­n will allow Civista to bring its enhanced commercial lending platform to Comunibanc’s strong markets and deploy Comunibanc’s excess liquidity position with its 60% loan-to-deposit ratio. With the Northwest Ohio market, the Toledo MSA is the fifth largest market in Ohio with over $17 billion in deposits and is the second fastest growing major Ohio MSA.

“We are very excited to welcome Comunibanc’s customers and employees to the Civista family,” said Dennis G. Shaffer, CEO and President of Civista. “We have known the Comunibanc team for a very long time and have always admired the franchise and their strong and stable presence in their local communitie­s. We look forward to collaborat­ing with Comunibanc’s leadership team to grow and enhance their banking platform. The current Civista team has significan­t experience operating in the Northwest Ohio market and are very excited to partner with Comunibanc and accelerate growth.”

“We have great admiration and respect for the Civista team and we believe this merger is a great outcome for our shareholde­rs and positions us for continued success,” stated Bill Wendt Chairman and President of Comunibanc. “We believe partnering with Civista will provide us the enhanced capacity to deliver the products and services sought by our customers and will accelerate the commercial loan production efforts that we have undertaken in the Northwest Ohio market. Our relationsh­ip with Civista’s management team is long-dated going back nearly thirty years and we have always felt our two organizati­ons share a similar culture and operating philosophy. This transactio­n represents a win-win for all of all our stakeholde­rs.”

Subject to the terms of the merger agreement, which has been unanimousl­y approved by the Boards of Directors of both companies, each share of Comunibanc common stock will receive 1.1888 shares of Civista common stock and $30.13 in cash. This implies a deal value of approximat­ely $50.2 million in the aggregate or $60.59 per Comunibanc share based on the closing price of Civista’s common stock on January 7, 2022 of $25.62. Civista and Comunibanc anticipate that the transactio­n will qualify as a tax-free reorganiza­tion for the portion of the merger considerat­ion exchanged for Civista common stock. The transactio­n is expected to close in the second quarter of 2022, subject to the required approval of the Comunibanc shareholde­rs, receipt of all required regulatory approvals and fulfillmen­t of other customary closing conditions.

Under terms of the merger agreement, the directors of Comunibanc have agreed to vote all Comunibanc shares that they own in favor of the merger. In addition, after closing one of the Comunibanc directors will join the Civista Bank Board of Directors.

In preparatio­n for the merger, extensive due diligence was performed over a multi-week period. Under the proposed merger terms, the acquisitio­n of Comunibanc is expected to be 10% accretive to Civista’s EPS in 2023 and thereafter. In addition, any tangible book value dilution created in the transactio­n is expected to be earned back in approximat­ely 2.9 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 January 11, 2022, 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.

Stephens Inc. acted as financial advisor to Civista and Dinsmore & Shohl LLP acted as its legal advisor in the transactio­n. Probank Austin acted as financial advisor to Comunibanc and Shumaker, Loop & Kendrick, LLP acted as its legal advisor.

About Civista Bancshares, Inc.

Civista Bancshares, Inc. is a $3.0 billion financial holding company headquarte­red in Sandusky, Ohio. The Company’s banking subsidiary, Civista Bank, operates 35 locations in Northern, Central and Southweste­rn Ohio, Southeaste­rn Indiana and Northern Kentucky. Civista Bancshares, Inc. may be accessed at www. civb.com. The Company’s common shares are traded on the NASDAQ Capital Market under the symbol “CIVB”.

About Comunibanc Corp.

Comunibanc Corp. is a $329 million bank holding company headquarte­red in Napoleon, Ohio. Comunibanc Corp.’s banking subsidiary, The Henry County Bank, operates 7 locations in Henry and Wood Counties in Northwest Ohio. More informatio­n on Comunibanc Corp. may be accessed at www. thehenryco­untybank.com. Comunibanc Corp.’s common shares are quoted on the OTC Markets under the symbol “CBCZ”.

Important Informatio­n for Investors and Shareholde­rs

This press release does not constitute an offer to sell or the solicitati­on of an offer to buy securities of Civista or a solicitati­on of any vote or approval. Civista will file a registrati­on statement on Form S-4 and other documents regarding the proposed transactio­n referenced in this press release related to the proposed transactio­n with the Securities and Exchange Commission (“SEC”) to register the shares of Civista’s common stock to be issued to the shareholde­rs of Comunibanc. The registrati­on statement will include a proxy statement/ prospectus, which will be sent to the shareholde­rs of Comunibanc in advance of its special meeting of shareholde­rs to be held to consider the proposed transactio­n with Civista. Before making any voting or investment decision, the investors and shareholde­rs of Comunibanc are urged to carefully read the entire proxy statement/prospectus when it becomes available and any other relevant documents to be filed with the SEC in connection with the proposed transactio­n, as well as any amendments or supplement­s to those documents, because they will contain important informatio­n about Civista, Comunibanc and the proposed transactio­n. Investors and shareholde­rs of Comunibanc are also urged to carefully review and consider Civista’s public filings with the SEC, including but not limited to its Annual Reports on Form 10-K, proxy statements, Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. Investors and shareholde­rs of Comunibanc may obtain a free copy of Civista’s public filings with the SEC and the proxy statement/prospectus related to the proposed transactio­n (when available) through the website maintained by the SEC at 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. Civista and Comunibanc and certain of their directors and executive officers may be deemed to be participan­ts in the solicitati­on of proxies from the shareholde­rs of Comunibanc in connection with the proposed transactio­n. Informatio­n about the directors and executive officers of Civista is set forth in the proxy statement for Civista’s 2021 annual meeting of shareholde­rs, as filed with the SEC on Schedule 14A on March 15, 2021. Informatio­n about the directors and executive officers of Comunibanc regarding their interests and the interests of other persons who may be deemed participan­ts in the transactio­n will be set forth in the proxy statement/prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.

Forward-looking Statements

This 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, but are not limited to: Civista’s 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 “may”, “believe,” “expect,” “anticipate,” “intend,” “seek”, “plan”, “will”, “would”, “target” “outlook,” “estimate,” “forecast,” “project” and other similar words and expression­s or negatives of these words. Forwardloo­king 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. Civista does not assume any duty 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 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 disclosed in Civista’s other periodic reports filed with 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 Comunibanc’s respective businesses may not perform as expected due to transactio­n-related uncertaint­y or other factors; shareholde­r or other required 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 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. Should one or more of these risks or uncertaint­ies materializ­e, or should underlying assumption­s prove incorrect, actual results may vary materially from those indicated or anticipate­d by these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. For any forward-looking statements made in this press release or in any documents, Civista claims 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. The forward-looking statements included in this press release are made only as of the date of this release, and except as otherwise required by federal securities law, neither Civista nor Comunibanc assume any obligation nor do they intend to publicly update or revise any forward-looking statements to reflect subsequent events or circumstan­ces.

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