The Chillicothe based bank agrees to $19.6 million deal
One of the last Ross County owned banks is being sold. First Capital Bancshares, Inc, the holding company for Citizens National Bank of Chillicothe, has agreed to a $19.6 million stock and cash transaction with Lebanon Citizens National Bank.
CNB of Chillicothe operates six full-service branches in Chillicothe, Washington CH, Clarksburg and Frankfort with $152 million in assets and $135 million in deposits.
According to a press release, under the terms of the agreement, each share of First Capital common stock will be exchanged for $30.76 in cash, shares of LCNB common stock, or a combination of cash and LCNB stock. For the stock portion, the exchange ratio will be based on the average closing price of LCNB's common stock during the 25 trading day period prior to the closing of the merger. A First Capital shareholder's election to receive cash or stock is subject to allocation procedures which will ensure that, in the aggregate, no less than 50%, and no more than 60%, of the consideration paid by LCNB will consist of LCNB stock. The merger is expected to qualify as a tax-free reorganization.
When the transaction is completed, LCNB will have approximately $985 million in assets, $850 million in deposits and 31 branches. Subject to regulatory approvals and First Capital shareholder approval, the transaction is anticipated to be completed late in the fourth quarter of 2012 or in the first quarter of 2013. At that time, Citizens offices will become branches of LCNB.
Stephen P. Wilson, Chairman and CEO of LCNB Corp., stated, "We are very pleased to be expanding into the Ross County and Fayette County markets with this transaction. Citizens has a proud history, having been established over one-hundred years ago. Tom Beard and their team have done an excellent job in building the bank to its current position.
John Kochensparger, Chairman of First Capital, indicated that the merger will provide opportunities for First Capita's shareholders and Citizens' communities, customers, and employees. He also stated, "This is a merger of two quality financial institutions with two high performance management teams and deep community banking roots. Based upon the extensive process in which we engaged in determining to merge with LCNB, we believe this will be a win-win situation for our shareholders and LCNB".
Tom Beard, President and CEO of Citizens commented, "We are excited to be affiliating with LCNB. We have long admired its steady financial performance and we consider LCNB to be one of the strongest banks in Ohio. From a community and customer standpoint, this transaction will be very beneficial. Citizens' customers will have access to a greater array of products and services (including a trust department) and we will have a significantly larger lending limit, but with customer service of a community bank". Beard added that disruption in service for Citizens' customers should be minimal after the merger as many faces would greet customers only as LCNB employees.