Sandusky, Ohio based Civista Bancshares Inc. and The Farmers Savings Bank announced the signing of a definitive merger agreement pursuant to which Civista will acquire Farmers. Based on financial data as of March 31, 2025, the combined company would have total assets of approximately $4.4 billion, total net loans of approximately $3.2 billion and total deposits of approximately $3.5 billion.
Civista 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 Medina and Lorain Counties in Northeast Ohio, as well as approximately $183 million in low-cost core deposits. As of March 31, 2025, Farmers reported total assets of $285 million and net loans of $104 million. Management believes that this acquisition will allow Civista to bring its enhanced commercial lending platform to Farmers' strong markets and deploy Farmers' excess liquidity, with its 46% loan-to-deposit ratio, to drive continued growth.
"We are excited to welcome Farmers Savings Bank into the Civista family. This acquisition not only strengthens our presence in northeast Ohio but also reflects our shared commitment to community banking. By combining our resources and expertise, we're positioned to deliver greater value to our shareholders while continuing to support the individuals, families, and businesses that make Spencer, Wellington and the surrounding communities so special," said Dennis G. Shaffer, President & CEO, Civista.
"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 $34.925 million in cash and issue 1,434,491 common shares, in aggregate, for all of Farmers shares outstanding, subject to potential adjustment based on Farmers' equity prior to closing being $56 million. This implies an aggregate deal value of approximately $70.4 million based on the closing price of Civista's common shares on July 9, 2025 of $24.72. The transaction is expected to close in the fourth quarter of 2025, subject to the required approval of the Farmers shareholders, receipt of all required regulatory approvals and fulfillment of other customary closing conditions.
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 10% accretive to Civista's diluted earnings per share once anticipated cost savings are fully phased-in. In addition, any tangible book value dilution created as a result of the transaction is expected to be earned back in approximately three 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 July 11, 2025, at 2:00 p.m., 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(Opens in a new Window), 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.