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Ohio-based Peoples Bancorp outlasted 2 rivals in ASB Financial bid

Marietta, Ohio-based Peoples Bancorp Inc. was one of the three highest bidders for Portsmouth, Ohio-based ASB Financial Corp., but it eventually outlasted its two rivals.

Boenning & Scattergood Inc., ASB's financial adviser, began to reach out to potential partners during the week of July 24; a total of 25 were contacted. Selection was based on a party's strategic interest in ASB's markets and ability to pay an acceptable premium. Of the 25 parties contacted, only nine signed confidentiality agreements with ASB. This number was further whittled down by Aug. 17, with only four parties submitting nonbinding indications of interest. Six days later, ASB and Boenning had calls with the three highest bidders, which included Peoples, to discuss ASB's current earnings and outlook, among other topics.

The next two weeks saw Peoples and two other parties conducting due diligence on ASB. On Sept. 18, one of the parties withdrew from the process, citing reasons unrelated to ASB. On the same day, ASB informed Peoples and the other bidder to submit their best bids by Sept. 29.

Peoples submitted a revised bid with an indicated value of $20.00 per share. It included a cash-and-stock election, with the cash portion at a maximum of 20% of the merger consideration. The bid also had a fixed exchange ratio to be determined based on an average trading price of Peoples common shares prior to signing of the definitive agreement. The other party did not submit a final bid.

However, ASB management found that the data processing termination fee provided during due diligence was incorrect. With the higher termination costs, Peoples' bid would be effectively cut to $19.59 per share. ASB said that it would only enter into merger negotiations with an implied price of at least $20.00 per share and asked that Peoples increase the merger consideration's cash portion to 30%.

Peoples agreed to keep its bid at $20.00 per share for the cash portion, but insisted on a 15% cap on the cash portion given the higher termination costs.

Due diligence and further discussion continued. The terms of the merger deal were finalized and the transaction was executed on Oct. 23. It was announced before markets opened the next day.