Civista will acquire United Community Bank

Sandusky, Ohio, based Civista Bancshares, Inc. and United Community Bancorp, the parent company of United Community Bank, have signed an agreement through which Civista will acquire UCB.
 

Based on financial data as of Dec. 31, 2017, the combined company will 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, which 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 operates branches and loan production offices from northern Ohio to Dayton. The acquisition expands Civista’s community banking franchise into and around the Cincinnati MSA, which is home to more than 2.1 million people. Civista’s community banking platform will operate in each of the five largest Ohio marketplaces.
 

“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,” said E.G. McLaughlin, UCB president and CEO.
 

“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.”
 

Civista Bancshares, Inc. CEO and President Dennis G. Shaffer called the acquisition “an extraordinary opportunity for Civista.
 

“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,” said Shaffer.
 

Under the agreement - unanimously approved by the boards of directors of both companies - UCB shareholders will receive an equivalent to 1.027 shares of Civista common stock and $2.54 in cash per share of UCB 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 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 this fall, subject to each company receiving the required approval of its shareholders, receipt of all required regulatory approvals and fulfillment of other customary closing conditions.
 

Three existing United directors, including McLaughlin, are expected to join the Civista Board of Directors.
 

Civista will host an investor conference call and webcast on March 12, 2018, at 10 a.m. to provide an overview of the transaction and highlights. Participants may join the conference 10 minutes before the start time by calling 1-855-238-2712 and asking for the Civista Bancshares conference.
 

The live webcast also 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.
 

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.