공고 • Nov 03
LCNB Corp. (NasdaqCM:LCNB) completed the acquisition of Cincinnati Bancorp, Inc. (OTCPK:CNNB) from Cincinnati Federal employee Stock Ownership Plan Trust and others.
LCNB Corp. (NasdaqCM:LCNB) signed a definitive merger agreement to acquire Cincinnati Bancorp, Inc. (OTCPK:CNNB) from Cincinnati Federal employee Stock Ownership Plan Trust and others $44.2 million on May 17, 2023. LCNB will acquire CNNB in a stock-and-cash transaction. Subject to the terms of the merger agreement, CNNB shareholders will have the opportunity to elect to receive either 0.9274 shares of LCNB stock or $17.21 per share in cash for each share of CNNB common stock owned, subject to 80% of all CNNB shares being exchanged for LCNB common stock. As of March 31, 2023, CNNB reported 2,884,171 shares of common stock outstanding, as well as 296,350 options with a weighted average strike price of $10.65 per share. Any unexercised stock options of CNNB will be canceled in exchange for a cash payment at the spread value of $17.21 per share over the exercise price. Based on the LCNB closing share price as of May 17, 2023, the transaction consideration is valued at $15.05 for each CNNB share or approximately $43.7 million in aggregate. The transaction consideration is subject to dollar-for-dollar downward adjustment if CNNB’s adjusted shareholders’ equity. The merger agreement provides customary termination rights for both LCNB and CNNB and further provides that a termination fee equal to $2,000,000 will be payable by CNNB to LCNB upon termination of the Merger Agreement under certain circumstances. Following the merger, Robert Bedinghaus and Gregory Meyers, Senior Vice President and Chief Lending Officer of CNNB and Cincinnati Federal, will join LCNB in a consulting capacity to assist with employee and customer integration. In addition, the LCNB board of directors intends to appoint Robert Bedinghaus to the boards of LCNB and LCNB National Bank immediately after closing. At closing, Cincinnati Federal branches will become branches of LCNB National Bank.
The transaction is subject to regulatory approval, CNNB shareholder approval, authorization for listing of the LCNB common shares to be issued in the Merger on the Nasdaq Capital Market, effectiveness of the Registration Statement on Form S-4 under the Securities Act of 1933, as amended, expiration of all statutory waiting periods in respect thereof, CNNB shall have received a written opinion of counsel satisfactory to it, in form and substance reasonably satisfactory to CNNB, dated as of the closing, FIRPTA Certification, LCNB shall have received a written opinion of counsel satisfactory to it and other customary conditions. LCNB shareholder approval is not required. The Boards of Directors of LCNB and CNNB have unanimously approved the merger and the merger agreement. The transaction is anticipated to close in the fourth quarter of 2023. As of October 23, 2023, the transaction is anticipated to close in November 2023. Excluding one-time transaction costs, LCNB expects the transaction to be approximately 18.2% and 26.2% accretive to 2024 and 2025 fully diluted earnings per share, respectively.
Janney Montgomery Scott LLC acted as financial advisor and fairness opinion provider to LCNB. Christian Gonzalez and Michael Dailey of Dinsmore & Shohl LLP acted as legal advisors to LCNB. Jason Hach and Michael Marting of Piper Sandler & Co. acted as financial advisor and fairness opinion provider to CNNB. Kip A. Weissman of Luse Gorman, PC. acted as legal advisor to CNNB. Laurel Hill Advisory Group, LLC acted as proxy solicitor to CNNB. CNNB has agreed to pay Laurel Hill Advisory Group, LLC a fee of $6,000, plus reimbursement of expenses for its services. Computershare Inc. acted as transfer agent to LCNB. Pacific Stock Transfer Company acted as transfer agent to CNNB. Piper Sandler’s advisory fee was approximately $500,000 and received a $150,000 fee from CNNB upon rendering its opinion.
LCNB Corp. (NasdaqCM:LCNB) completed the acquisition of Cincinnati Bancorp, Inc. (OTCPK:CNNB) from Cincinnati Federal employee Stock Ownership Plan Trust and others on November 1, 2023.