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Ohio-based Merchants Bancorp to acquire in-state peer Citizens Independent


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Ohio-based Merchants Bancorp to acquire in-state peer Citizens Independent

Hillsboro, Ohio-based Merchants Bancorp Inc. agreed to acquire Logan, Ohio-based Citizens Independent Bancorp Inc. in an all-cash transaction, valued at $33.3 million.

Citizens shareholders will receive $47 for each common share they own, as merger consideration. Merchants will pay the spread between the exercise price of each stock appreciation right and the per-share merger consideration, for all stock appreciation rights of Citizens. Each stock appreciation right has a weighted average exercise price of $25.48.

On a per-share basis, SNL calculated that the deal value represented 164.5% of book and tangible book, and 21.9x adjusted EPS. Also, it is 16.74% of assets and 18.76% of deposits. The deal carries a tangible book-to-core deposits premium of 10.11%.

Both one-day and one-month premiums were the same, at 64.05%, based on the target's $28.65 closing price as of Dec. 19 and as of Nov. 20.

SNL valuations for bank and thrift targets in the Midwest region between Dec. 20, 2017, and Dec. 20, 2018, averaged 163.18% of book, 176.96% of tangible book and had a median of 23.28x last-12-months earnings, on a per-share basis.

The transaction is expected to close in the second quarter of 2019, at which time, branches of Citizens Independent unit Citizens Bank of Logan will become branches of Merchants Bancorp unit Merchants National Bank.

As of Sept. 30, Citizens had approximately $201.1 million in assets, according to a press release. When the transaction is completed, Merchants will have pro forma consolidated assets of about $907 million.

Citizens President and CEO Dan Fischer will join Merchants as area president and a member of the senior management team.

Merchants is being advised by Boenning & Scattergood Inc. and Shumaker Loop & Kendrick LLP. Citizens is being advised by Sandler O'Neill & Partners LP and Vorys Sater Seymour and Pease LLP.

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