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Civista Bancshares Acquires United Community Bank

Sandusky , Ohio based Civista Bancshares , Inc . (“ Civista ”) and United Community Bancorp , the parent company of United Community Bank (“ UCB ”) announced the signing of a definitive merger agreement where 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 . UCB operates an eight-branch network in Southeast Indiana , five of which are located in the Cincinnati metropolitan area . This acquisition will allow Civista to bring its enhanced commercial lending platform to UCB ’ s demographically strong markets . UCB will provide Civista with low-cost core deposit funding and liquidity .

Civista currently operates branches and loan production offices from northern

Ohio to Dayton , Ohio . The acquisition of UCB expands Civista ’ s community banking franchise into and around Cincinnati ’ s metropolitan area , 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 .

“ 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 . Also , 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 .”

“ 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 .”

Under the terms of the merger agreement , which has been unanimously approved by the Boards of Directors of both companies , the consideration UCB 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 UCB anticipate that the transaction will qualify as a tax-free reorganization to the extent that UCB shareholders receive Civista common stock in the merger . The deal is expected to close in the third quarter of 2018 , subject to each company obtaining the required approval of its shareholders , receipt of all required regulatory approvals , and fulfillment of other customary closing conditions .

Under the terms of the agreement , the directors of Civista and the directors and executive officers of UCB have agreed to vote all shares that they own in their respective organizations in favor of the merger . Also , a total of three existing UCB 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 UCB is expected to be immediately added to

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Civista ’ s earnings in 2018 and thereafter . Also , any tangible book value dilution created in the transaction is expected to be earned back in approximately three and a half years after closing . Post-closing , Civista ’ s capital ratios are expected to continue to exceed “ well-capitalized ” regulatory standards .

Changes in the Market for Huff Realty

HUFF Realty , one of the region ’ s largest real estate companies , announced the purchase of its franchised office

in Lawrenceburg from

longtime owner Ken Maddin . The acquisition follows several recent growth announcements as

Ken Maddin

Huff continues to expand throughout Greater Cincinnati . The firm has grown to 460 agents with plans to add another 100 agents over the next four years .

Bringing the twenty-agent Lawrenceburg office under the Huff Realty ownership umbrella positions the company to more aggressively build and expand its presence in southern Indiana . The office will move forward with longtime HUFF agent and recently named manager , Tracy Harves , at the helm . As a HUFF franchise , Ken Maddin owned and operated the office for the last ten years . In addition to running a top company in southeastern Indiana , he continually contributed to the growth of the community .

“ It ’ s such an exciting time at Huff Realty throughout Greater Cincinnati — especially in Indiana ,” said Huff Realty President Brad DeVries . “ As we build on the foundation of success created under Ken ’ s leadership at our Lawrenceburg office , we ’ ll be able to even further enhance the reach and impact of our team there . We ’ re excited to expand Tracy ’ s leadership role and put our agent support services to work to showcase the HUFF brand across Indiana .”

Mr . Maddin will be shifting his stake as principal broker / owner back to a career path as a full-time agent . “ The last ten years of leading the Huff Realty franchise office in Lawrenceburg is an experience I wouldn ’ t trade for anything ,” said Mr . Maddin . “ Our agents

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