MARIETTA, Ohio, Jan. 21, 2014 /PRNewswire/ -- Peoples Bancorp
Inc. ("Company") (NASDAQ: PEBO), parent company of Peoples Bank,
National Association (collectively with the Company, "Peoples"),
and Midwest Bancshares, Inc. (OTCQB: MDWE), jointly announced today
the signing of a definitive merger agreement under which Peoples
will acquire Midwest Bancshares, the parent company of Jackson County Ohio-based First National Bank
of Wellston ("First National"), in
a cash and stock transaction with a total value of $12.6 million, or $65.50 per share.
As of December 31, 2013, Midwest
Bancshares had $91 million in total
assets, which included $61 million in
loans, and $79 million in total
deposits. First National operates two full-service banking
locations, one in Wellston and one
in Jackson, and three ATMs.
"We are excited by this opportunity to expand our presence in
southeastern Ohio by acquiring a
strong franchise," said Chuck
Sulerzyski, President and CEO of Peoples. "This
transaction complements the insurance acquisitions we completed in
mid-2013 and our overall growth strategy. We look forward to
providing our extensive banking and investment product offerings,
including our unique deposit products and wealth management
services, to individuals and businesses in the Jackson County region. We also believe
our community orientation will be very beneficial for First
National's customers.
Sulerzyski continued, "For over 110 years, Peoples has been a
leader in community banking by providing local communities with a
personalized brand of banking, a broad choice of financial products
and services and state of the art technology. We are large
enough to provide the same products and services as the region's
large banks, but with a much higher degree of personalized
service. Our goal is to be the leading provider of financial
services in the markets we serve, with local decision-making and
familiar faces for our customers."
Tony Thorne, President and CEO of
Midwest Bancshares, added by saying, "We believe this transaction
will be very beneficial for our customers and community. Like
First National, Peoples has a long-standing history of serving the
financial needs of its customers and investing in the local
communities. Our customers will continue to enjoy the same
excellent service they experienced with First National, while
gaining access to Peoples' broader suite of products."
Under the terms of the agreement, shareholders of Midwest
Bancshares will receive between 50% and 75% of the total
consideration in the Company's common stock and the remainder will
be paid in cash, with the actual mix to be based on the elections
of the shareholders of Midwest Bancshares and subject to
proration. The exchange ratio for the stock component of the
transaction will be determined based on the Company's average
closing stock price during the 20 consecutive trading days
immediately preceding the closing of the transaction.
The transaction is expected to be completed in the second
quarter of 2014, subject to the satisfaction of customary closing
conditions, including regulatory approvals and the approval of the
shareholders of Midwest Bancshares. At that time, First National's
offices will become branches of Peoples. Given the size and
structure, the transaction is expected to have minimal impact on
the Company's tangible book value while being accretive to earnings
per share in the first full year, as one-time acquisition costs
should offset the incremental earnings in 2014.
Dinsmore & Shohl LLP served as the Company's legal
counsel. Midwest Bancshares was advised by Austin Associates
LLC and Shumaker, Loop & Kendrick, LLP.
As previously announced, the Company will release results for
the fourth quarter and full year 2013 before the market opens on
January 23, 2014, and conduct a
facilitated conference call at 11:00 a.m.
Eastern Standard Time on the same day. The conference
call will consist of commentary from the Company's management
regarding results for the quarter and full year, as well as the
Company's strategic outlook, including additional information
regarding the expected impact of the Midwest Bancshares
acquisition. The dial-in number for this call will be (800)
860-2442. A simultaneous webcast of the conference call audio
(listen-only mode) and archived replay will be accessible online
via the "Investor Relations" section of Peoples' website. The
audio replay will be available online for one year.
The Company will file a registration statement on Form S-4
and other documents regarding the proposed business combination
transaction referenced in this news release with the Securities and
Exchange Commission ("SEC") to register the shares of the Company's
common stock to be issued to the shareholders of Midwest
Bancshares. The registration statement will include a proxy
statement/prospectus which will be sent to the shareholders of
Midwest Bancshares in advance of a special meeting of shareholders
that will be held to consider the proposed merger. This news
release does not constitute an offer to sell or the solicitation of
an offer to buy securities of the Company. Midwest Bancshares
investors and security holders are urged to read the proxy
statement/prospectus and any other relevant documents to be filed
with the SEC in connection with the proposed transaction because
they contain important information about the Company, Midwest
Bancshares and the proposed transaction. Investors and
security holders may obtain a free copy of these documents (when
available) through the website maintained by the SEC at
www.sec.gov. These documents may also be obtained,
without charge, by directing a request to Peoples Bancorp Inc., 138
Putnam Street, P.O. Box 738, Marietta, Ohio 45750, Attn.:
Investor Relations.
Peoples Bancorp Inc. is a diversified financial services holding
company with $2.1 billion in total
assets, 50 sales offices and 47 ATMs in Ohio, West
Virginia and Kentucky.
Peoples makes available a complete line of banking, investment,
insurance and trust solutions through its subsidiaries - Peoples
Bank and Peoples Insurance Agency, LLC. Peoples' common
shares are traded on the NASDAQ Global Select Market® under the
symbol "PEBO", and Peoples is a member of the Russell 3000 index of
US publicly-traded companies. Learn more about Peoples at
www.peoplesbancorp.com.
Safe Harbor Statement:
Statements made in this news release that are not historical facts
are "forward-looking statements" within the meaning of Section 27A
of the Securities Act of 1933, as amended, Section 21E of the
Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995. These statements
are subject to certain risks and uncertainties including, but not
limited to, the successful completion and integration of the
transaction contemplated in this release, which includes the
retention of the acquired customer relationships, adverse changes
in economic conditions, the impact of competitive products and
pricing and the other risks set forth in the Company's filings with
the Securities and Exchange Commission. As a result, actual
results may differ materially from the forward-looking statements
in this news release.
Peoples encourages readers of this news release to understand
forward-looking statements to be strategic objectives rather than
absolute targets of future performance. The Company
undertakes no obligation to update these forward-looking statements
to reflect events or circumstances after the date of this news
release or to reflect the occurrence of unanticipated events,
except as required by applicable legal requirements. Copies
of documents filed with the SEC are available free of charge at the
SEC's website at http://www.sec.gov and/or from Peoples'
website.
SOURCE Peoples Bancorp Inc.