Croghan Bancshares Inc., the holding company for Croghan Colonial Bank, and Indebancorp, the holding company for National Bank of Ohio announced today that they have signed a definitive agreement under which Croghan will acquire Indebancorp in a stock and cash merger transaction. Shareholders of Indebancorp will be entitled to elect to receive for each Indebancorp common share either $55 in cash, 1.630 shares of Croghan’s common stock, or a combination of cash and stock, subject to the overall consideration being 70% stock and 30% cash. Based upon the previous 20 day average closing price for Croghan of $34.40, the transaction is valued at approximately $28.9 million. The merger is expected to qualify as a tax-free reorganization. National Bank of Ohio operates four full-service branches in Oak Harbor, Port Clinton, Oregon and Curtice, and two Loan Production Offices in Perrysburg and Fremont, and has approximately $219 million of assets and $188 million of deposits. When the transaction is completed, Croghan will have approximately $850 million in assets and $718 million in deposits. The merger will enable Croghan to expand in the Ottawa, Wood, and Lucas County markets.
Subject to regulatory and shareholder approvals, the transaction is anticipated to be completed in the fourth quarter of 2013. At that time, National Bank of Ohio will merge with and into Croghan Colonial Bank and National Bank of Ohio’s offices will become branches of Croghan Colonial Bank. Excluding one-time merger expenses, the transaction is expected to be accretive to Croghan’s earnings per share in the first full year of combined operations. On a pro-forma basis, Croghan is expected to remain “well-capitalized” under all regulatory definitions.
Rick M. Robertson, President and CEO of Croghan, said “We believe the combination of Croghan Colonial Bank and National Bank of Ohio is a win-win for shareholders and customers of both banks. Both banks have a proud history of community and customer service; our plans are certainly to maintain that community bank approach in all of our markets.”
Dean Davis, Chairman of National Bank of Ohio indicated that, “This is a merger of two quality financial institutions with similar cultures and philosophies. We believe that this transaction will benefit the shareholders of both companies. From a community and customer standpoint, this transaction will be very beneficial. National Bank of Ohio’s customers will have access to a broader array of products and services and we will have a significantly larger lending limit, but with the customer service of a community bank.” Robertson added “National Bank of Ohio has done an excellent job building the bank to its current position, and we want to continue the positive momentum. This is an excellent strategic fit for Croghan Colonial Bank.”
Pursuant to the transaction, Croghan has agreed to appoint two directors from the Indebancorp board of directors to serve on the boards of both Croghan Bancshares Inc. and Croghan Colonial Bank. Croghan is being advised by Sterne Agee & Leach, Inc. and Vorys, Sater, Seymour and Pease LLP. Indebancorp is being advised by Austin Associates, LLC and Shumaker, Loop & Kendrick, LLP.
About Croghan Bancshares Inc.
Croghan Bancshares, Inc. is a financial holding company headquartered in Fremont, Ohio. Through its subsidiary, Croghan Colonial Bank (the “Bank”), Croghan is engaged in the commercial banking business. The Bank was founded in 1888. The Bank operates from its main office and 13 branch offices in Sandusky, Huron, Seneca, Erie, Wood and Ottawa Counties, Ohio. Additional information on Croghan may be found on its website:www.croghan.com.
Indebancorp is a bank holding company based in Oak Harbor, Ohio. Indebancorp conducts its operations through its subsidiary, National Bank of Ohio, which was established in 1934. National Bank of Ohio operates from its four fullservice branch offices in Oak Harbor, Port Clinton, Oregon and Curtice, Ohio, and its two Loan Production Offices in Perrysburg and Fremont, Ohio. Additional information on Indebancorp and National Bank of Ohio may be found on its website: www.nboh.com.
Additional Information About the Transaction
Croghan will file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1 concerning the merger transaction. The Registration Statement will include a prospectus for the offer and sale of Croghan common shares to Indebancorp’s shareholders as well as a joint proxy statement of Indebancorp and Croghan for the solicitation of proxies from their respective shareholders for use at the meetings at which the merger transaction will be voted upon. The prospectus and joint proxy statement and other documents filed by Croghan with the SEC will contain important information about Croghan, Indebancorp and the merger transaction.
Both banks urge investors and shareholders of Croghan and Indebancorp to read the prospectus and joint proxy statement and other documents filed with the SEC, including any amendments and other documents also filed with the SEC. Shareholders of Croghan and Indebancorp in particular should read carefully the joint proxy statement before making a decision concerning the merger.
Investors and shareholders will be able to obtain a free copy of the Registration Statement, including the prospectus and joint proxy statement, free of charge,when filed, at the SEC’s website at www.sec.gov. Copies of all of these documents will also be available free of charge by contacting the Secretary of Croghan at 323 Croghan Street, Fremont, Ohio 43420, phone 419-332-7301.