Civista Bancshares, Inc. Announces Agreement to Acquire The Farmers Savings Bank; Launches Public Offering of Common Shares
Civista Bancshares (NASDAQ: CIVB) has announced a dual strategic move: the acquisition of The Farmers Savings Bank and the launch of a public offering of common shares. The acquisition, valued at approximately $70.4 million, will be paid through $34.925 million in cash and 1,434,491 common shares.
The merger will expand Civista's presence in Northeast Ohio, adding two branches and approximately $183 million in low-cost core deposits. The combined entity will have total assets of $4.4 billion, net loans of $3.2 billion, and total deposits of $3.5 billion. The transaction is expected to be 10% accretive to Civista's diluted earnings per share and close in Q4 2025.
Civista Bancshares (NASDAQ: CIVB) ha annunciato una doppia mossa strategica: l'acquisizione di The Farmers Savings Bank e il lancio di un'offerta pubblica di azioni ordinarie. L'acquisizione, valutata circa 70,4 milioni di dollari, sarà pagata con 34,925 milioni di dollari in contanti e 1.434.491 azioni ordinarie.
La fusione amplierà la presenza di Civista nel Nord-est dell'Ohio, aggiungendo due filiali e circa 183 milioni di dollari in depositi core a basso costo. L'entità combinata avrà un totale di attività pari a 4,4 miliardi di dollari, prestiti netti di 3,2 miliardi di dollari e depositi totali di 3,5 miliardi di dollari. Si prevede che l'operazione aumenterà del 10% l'utile diluito per azione di Civista e si concluderà nel quarto trimestre del 2025.
Civista Bancshares (NASDAQ: CIVB) ha anunciado una doble estrategia: la adquisición de The Farmers Savings Bank y el lanzamiento de una oferta pública de acciones comunes. La adquisición, valorada en aproximadamente 70,4 millones de dólares, se pagará con 34,925 millones de dólares en efectivo y 1.434.491 acciones comunes.
La fusión ampliará la presencia de Civista en el noreste de Ohio, añadiendo dos sucursales y aproximadamente 183 millones de dólares en depósitos core de bajo costo. La entidad combinada tendrá activos totales por 4,4 mil millones de dólares, préstamos netos por 3,2 mil millones de dólares y depósitos totales por 3,5 mil millones de dólares. Se espera que la transacción aumente en un 10% las ganancias diluidas por acción de Civista y se cierre en el cuarto trimestre de 2025.
Civista Bancshares (NASDAQ: CIVB)는 두 가지 전략적 조치를 발표했습니다: The Farmers Savings Bank 인수와 보통주 공개 발행 개시입니다. 약 7,040만 달러 가치의 인수 대금은 3,492만 5천 달러 현금과 1,434,491 보통주로 지급됩니다.
이번 합병으로 Civista는 오하이오 북동부 지역에서 지점 2곳과 약 1억 8,300만 달러의 저비용 핵심 예금을 추가하게 됩니다. 합병된 회사는 총 자산 44억 달러, 순대출금 32억 달러, 총 예금 35억 달러를 보유하게 됩니다. 이번 거래는 Civista의 희석 주당순이익을 10% 증가시킬 것으로 예상되며 2025년 4분기에 완료될 예정입니다.
Civista Bancshares (NASDAQ: CIVB) a annoncé une double démarche stratégique : l'acquisition de The Farmers Savings Bank et le lancement d'une offre publique d'actions ordinaires. L'acquisition, estimée à environ 70,4 millions de dollars, sera réglée par 34,925 millions de dollars en espèces et 1 434 491 actions ordinaires.
Cette fusion permettra à Civista d'étendre sa présence dans le nord-est de l'Ohio, en ajoutant deux agences et environ 183 millions de dollars de dépôts core à faible coût. L'entité combinée disposera d'un total d'actifs de 4,4 milliards de dollars, de prêts nets de 3,2 milliards de dollars et de dépôts totaux de 3,5 milliards de dollars. L'opération devrait augmenter de 10% le bénéfice dilué par action de Civista et se clôturer au quatrième trimestre 2025.
Civista Bancshares (NASDAQ: CIVB) hat eine doppelte strategische Maßnahme angekündigt: die Übernahme von The Farmers Savings Bank und die Durchführung eines öffentlichen Angebots von Stammaktien. Die Übernahme, bewertet auf etwa 70,4 Millionen US-Dollar, wird mit 34,925 Millionen US-Dollar in bar und 1.434.491 Stammaktien bezahlt.
Die Fusion wird Civistas Präsenz im Nordosten von Ohio erweitern, indem zwei Filialen und etwa 183 Millionen US-Dollar an kostengünstigen Kern-Einlagen hinzugefügt werden. Das kombinierte Unternehmen wird über Gesamtvermögen von 4,4 Milliarden US-Dollar, Nettokredite von 3,2 Milliarden US-Dollar und Gesamteinlagen von 3,5 Milliarden US-Dollar verfügen. Die Transaktion wird voraussichtlich das verwässerte Ergebnis je Aktie von Civista um 10% steigern und im vierten Quartal 2025 abgeschlossen sein.
- Acquisition expected to be 10% accretive to earnings per share post cost savings
- Adds $183 million in low-cost core deposits to Civista's portfolio
- Opportunity to deploy Farmers' excess liquidity (46% loan-to-deposit ratio)
- Tangible book value dilution expected to be earned back in approximately 3 years
- Post-closing capital ratios expected to exceed 'well-capitalized' regulatory standards
- Potential dilution for existing shareholders due to new share issuance
- Integration risks associated with merging two banking operations
- Initial tangible book value dilution until earned back in ~3 years
Insights
Civista's acquisition of Farmers Savings bolsters Northeast Ohio presence, adds $183M in deposits, and promises 10% EPS accretion with manageable dilution.
Civista Bancshares' acquisition of The Farmers Savings Bank represents a strategic expansion in Northeast Ohio that brings two additional branches and approximately
The
What makes this deal particularly attractive is Farmers'
The tangible book value dilution is expected to be earned back in approximately three years, a reasonable payback period for a community bank acquisition. Importantly, Civista will maintain "well-capitalized" regulatory status post-closing, providing flexibility for future growth initiatives.
The concurrent public offering of common shares suggests management is taking a prudent approach to capital management, potentially to offset dilution from the acquisition while maintaining capital flexibility for additional strategic opportunities.
The Civista-Farmers transaction demonstrates thoughtful capital allocation strategy with multiple complementary elements. The deal addresses three key priorities simultaneously: market expansion, deposit growth, and balance sheet optimization.
Farmers'
The
The simultaneous equity offering reflects prudent balance sheet management, allowing Civista to maintain strong capital ratios while pursuing growth. This dual-track approach - organic capital raising plus strategic acquisition - suggests management is positioning for additional opportunities while maintaining financial flexibility.
For shareholders, this transaction offers meaningful scale benefits. The combined
Civista today also announced it launched an underwritten public offering of its common shares. Civista expects to grant the underwriters a 30-day option to purchase additional common shares in the offering. Civista plans to use the net proceeds from the offering for general corporate purposes, which may include supporting organic growth opportunities and future strategic transactions. Piper Sandler & Co. is serving as the sole book-running manager of the offering.
The acquisition of Farmers will add two branches in
"We are excited to welcome Farmers Savings Bank into the Civista family. This acquisition not only strengthens our presence in northeast
"This partnership with Civista marks an exciting new chapter for Farmers Savings Bank and the communities we serve," said Tom Lee, CEO & President of Farmers Savings Bank. "Civista shares our deep commitment to personalized service and community values. We are confident this transition will bring expanded opportunities and enhanced resources to our customers while preserving the trusted relationships we've built over the years."
Subject to the terms of the merger agreement, which has been unanimously approved by the Boards of Directors of both companies, Civista agreed to pay
Under the terms of the merger agreement, the directors and other key shareholders of Farmers have agreed to vote all Farmers shares that they own in favor of the merger.
In preparation for the merger, extensive due diligence was performed over a multi-week period. Under the proposed merger terms, the acquisition of Farmers is expected to be approximately
Civista will host an investor conference call and webcast on July 11, 2025, at 2:00pm, ET, to provide an overview of the merger transaction and highlights. Participants may join the conference ten minutes prior to the start time by calling 1-800-836-8184 and asking for the Civista Bancshares conference. Additionally, the live webcast may be accessed from the 'Webcasts and Presentations' page of Civista's website, www.civb.com, or from the 'Upcoming Events' tab on the CIVB mobile site.
Piper Sandler & Co. is acting as financial advisor to Civista and Vorys, Sater, Seymour and Pease LLP is serving as its legal counsel in the transaction. Janney Montgomery Scott LLC is acting as financial advisor to Farmers and Dinsmore & Shohl LLP is serving as its legal counsel in the transaction.
Civista has filed with the Securities and Exchange Commission (the "SEC") a shelf registration statement (including a prospectus) on Form S-3 (File No. 333-282560) and a preliminary prospectus supplement for the offering of its common shares to which this press release relates. Before you invest, you should read the preliminary prospectus supplement and the accompanying prospectus, including the information incorporated by reference therein, and the other documents Civista has filed and will file with the SEC for more complete information about Civista and the offering. The offering will be made only by means of the prospectus supplement and accompanying prospectus that forms a part of the registration statement, copies of which may be obtained for free by visiting EDGAR on the SEC website at www.sec.gov, or by request from Piper Sandler & Co., Attention: Prospectus Department, 800 Nicollet Mall, J12S03,
This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the prospectus supplement or the shelf registration statement or prospectus relating thereto.
About Civista Bancshares, Inc.
Civista Bancshares, Inc. is a
About The Farmers Savings Bank
The Farmers Savings Bank is a
Important Additional Information and Where to Find It
In connection with the proposed merger, Civista will file with the SEC a Registration Statement on Form S-4 that will include a proxy statement of Farmers and a prospectus of Civista, as well as other relevant documents concerning the proposed merger. Shareholders of Farmers are urged to read the proxy statement/prospectus to be included in the Registration Statement on Form S-4 and any other relevant documents filed with the SEC carefully and in their entirety when they become available, because they will contain important information about the proposed merger, and the respective companies. Before making any voting decision, Farmers shareholders should carefully review all of these documents and should not rely on the information contained herein.
Civista and Farmers and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Farmers shareholders with respect to the proposed merger. Information regarding the directors and officers of Civista is available in the proxy statement for Civista's 2025 annual meeting of shareholders, as filed with the SEC on March 10, 2025. Information about the directors and executive officers of Farmers 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 to be included in the Registration Statement on Form S-4 and other relevant materials to be filed with the SEC when they become available.
Investors and shareholders of Farmers will be able to obtain copies at no charge of the Registration Statement on Form S-4 (when available) and other documents filed with the SEC by Civista through the website maintained by the SEC (www.sec.gov) and on the Investor Relations section of the Company's website (www.civb.com). Investors and shareholders may also obtain copies of these documents at no charge by directing a request to Civista Bancshares, Inc., 100 East Water Street P.O. Box 5016,
This press release is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. No offering of securities shall be made except by means of a prospectus that meets the requirements of Section 10 of the Securities Act.
Forward-Looking Statements
Certain matters set forth in this press release may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements express management's current expectations, estimates or projections of future events, results or long-term goals. All statements other than statements of historical fact, including statements regarding the proposed merger and the concurrent proposed underwritten follow-on public offering of Civista's common shares, are forward-looking statements. Forward-looking statements are generally identifiable by the use of words such as "believe," "expect," "anticipate," "plan," "intend," "estimate," "may," "will," "would," "could," "should" or other similar expressions. All statements in this press release speak only as of the date they were made, and Civista undertakes no obligation to update any statement except to the extent required by law. Forward-looking statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause actual results or performance to differ from those expressed or implied by the forward-looking statements. Factors that could cause actual results or performance to differ from those discussed in the forward-looking statements include:
- risks related to the proposed merger, including the risk that the partes may fail to complete the merger on the terms and timing currently contemplated or at all, and/or to realize the expected benefits of the merger;
- the risk that integration of Farmers may divert the attention of the management teams of Civista and Farmers and cause a loss of momentum in their ongoing businesses;
- the risk of unforeseen and underestimated liabilities of Farmers that may exist;
- business disruptions or loss of key employees in connection with the merger;
- adverse developments in the equity markets or overall economy could affect the trading price of Civista's common shares and the ability to complete the proposed follow-on offering on favorable terms or at all; and
- the other risks identified from time to time in Civista's public filings with the SEC, including those risks identified in "Item 1A. Risk Factors" of Part I of Civista's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in "Item 1A. Risk Factors" of Part II of Civista's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.
These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
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SOURCE Civista Bancshares, Inc.
FAQ
What is the total value of Civista Bancshares' acquisition of Farmers Savings Bank?
How will the CIVB-Farmers merger impact Civista's earnings per share?
What will be the total assets of the combined Civista-Farmers entity?
When is the Civista-Farmers merger expected to close?
How many branches will Farmers add to Civista's network?
