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CF Mutual Holding's mutual-to-stock conversion nearing close


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CF Mutual Holding's mutual-to-stock conversion nearing close

CF Mutual Holding Co.'s conversion from the mutual holding company to the stock holding company form of organization is expected to be completed at the close of business Jan. 22.

All regulatory approvals have been received for CF Mutual Holding's conversion and the related stock offering by Cincinnati Bancorp Inc., the proposed new holding company for Cincinnati Federal (MHC).

Cincinnati Bancorp Inc.'s common stock is expected to begin trading Jan. 23 on the Nasdaq Capital Market under the trading symbol CNNB. The common stock of Cincinnati Bancorp (MHC) is expected to cease trading on the OTC Pink Market at the close of business Jan. 22.

As a result of the subscription offering that ended on Dec. 12, 2019, Cincinnati Bancorp Inc. expects to sell 1,652,960 common shares at $10.00 per share, which include 132,237 shares to be sold to Cincinnati Federal's Employee Stock Ownership Plan. The subscription offering was oversubscribed in the first priority category by Cincinnati Federal's eligible depositors as of the close of business on June 30, 2018.

As part of the conversion transaction, each outstanding Cincinnati Bancorp share owned as of the closing date by public stockholders will be converted into Cincinnati Bancorp Inc. common shares. Cash will be issued in lieu of a fractional share based on the offering price of $10.00 per share.

About 2,975,625 Cincinnati Bancorp Inc. common shares are expected to be outstanding after the completion of the stock offering and the exchange offering, before accounting for adjustments for fractional shares, according to a news release.

American Stock Transfer & Trust Co. LLC is Cincinnati Bancorp Inc.'s transfer agent. Luse Gorman PC acted as legal counsel to Cincinnati Bancorp Inc., CF Mutual Holding, Cincinnati Bancorp and Cincinnati Federal.

Keefe Bruyette & Woods Inc. acted as marketing agent for Cincinnati Bancorp Inc. in connection with the subscription offering. Vorys Sater Seymour and Pease LLP served as legal counsel to Keefe Bruyette & Woods.