Huntington, W.Va.-based Premier Financial Bancorp Inc. amended its merger agreement with Charleston, W.Va.-based First Bank of Charleston Inc. to adjust the maximum exchange ratio to 1.544.
The amendment was due to the recent 5-for-4 stock split Premier's board declared, payable June 8 to shareholders of record as of June 4.
The cash-and-stock deal is valued at $32.00 per First Bank common share, or $33.0 million in aggregate, including $5.00 in cash from Premier and a $5.00 special dividend from First Bank. Premier will also issue common shares valued at about $22.00 per common share at an exchange ratio that shall not be greater than 1.544.
If the sum of the deal portions is less than $32, First Bank may opt to terminate the deal. However, Premier will have the option to increase the stock portion of the deal by adjusting the exchange ratio; increase the cash portion of the deal; or do both to reach the deal's value of $32 per First Bank common share. The cash and special dividend portions of the deal, however, should not exceed 45% of the total deal value.
The deal, which was announced in April, is expected to close in the fourth quarter.