First Defiance Financial Corp. to Acquire First Community Bank, Enter Columbus Market
February 18 2014 - 5:00PM
Business Wire
- Acquisition adds $90.5 million in
deposits and $65.4 million in loans
- First Defiance expands market area into
Columbus metro area; branches will be re-branded under First
Federal Bank of the Midwest
- Immediately accretive to 2014 diluted
earnings per share, excluding restructuring charges.
- Transaction is expected to close by the
end of the third quarter 2014.
First Defiance Financial Corp. (NASDAQ: FDEF), the holding
company for First Federal Bank of the Midwest, announced today the
signing of a definitive agreement to acquire Columbus, Ohio-based
First Community Bank. Under the merger agreement, First Federal
will acquire First Community Bank in a cash transaction in which
First Community will merge with and into First Federal .
First Community Bank operates four branches in the Columbus,
Ohio market and was founded in 1903. At December 31, 2013, First
Community had assets of $101.4 million, loans of $65.4 million,
deposits of $90.5 million and common equity of $10.6 million.
Under the terms of the merger agreement, First Federal will pay
$12.9 million in cash for all outstanding shares of First Community
Bank, subject to certain adjustment factors. The transaction has
been unanimously approved by the board of directors of both
parties. The transaction is expected to be completed by the end of
the third quarter 2014, subject to regulatory approvals and other
customary closing conditions. First Defiance expects the
transaction to be immediately accretive to 2014 diluted earnings
per share, excluding restructuring charges.
"We are excited to announce our expansion into the Columbus
market with the acquisition of First Community Bank. We believe
that First Community’s ‘customer and community first’ philosophy is
a great match with First Defiance’s culture. We also believe First
Community’s customers will receive the same superior customer
service they have become accustomed to, while benefiting from a
broader array of products and services, such as insurance and
wealth management, as well as a greater variety of loan and deposit
products,” stated Donald P. Hileman, President and CEO of First
Defiance Financial Corp.
Sherran Blair, Chairman, President and CEO of First Community,
also noted, “We are very happy to partner with such a quality
community bank. First Defiance has been serving its local
communities for over 90 years and they share our vision and
community banking philosophies. First Community has been owned by
my family for generations and I am very pleased to see the bank’s
legacy continue as part of such a strong company.”
First Defiance Financial Corp. was advised by Austin Associates,
LLC and the law firm Vorys, Sater, Seymour and Pease LLP. First
Community Bank was advised by Boenning & Scattergood, Inc. and
the law firm Vorys, Sater, Seymour and Pease LLP.
About First Defiance Financial Corp.
First Defiance Financial Corp., headquartered in Defiance, Ohio,
is the holding company for First Federal Bank of the Midwest and
First Insurance Group. First Federal operates 32 full service
branches and 42 ATM locations in northwest Ohio, southeast Michigan
and northeast Indiana. First Insurance Group is a full-service
insurance agency with five offices throughout northwest Ohio. For
more information, visit the company’s Web site at www.fdef.com.
About First Community Bank
First Community Bank is a four-branch community bank founded in
1903 and headquartered in Columbus, Ohio.
Safe Harbor Statement
This news release may contain certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21 B of the Securities Act of 1934, as
amended, which are intended to be safe harbors created thereby.
Those statements may include, but are not limited to, all
statements regarding intent, beliefs, expectations, projections,
forecasts and plans of First Defiance Financial Corp. and its
management, and specifically include statements regarding: changes
in economic conditions, the nature, extent and timing of
governmental actions and reforms, future movements of interest
rates, the production levels of mortgage loan generation, the
ability to continue to grow loans and deposits, the ability to
benefit from a changing interest rate environment, the ability to
sustain credit quality ratios at current or improved levels, the
ability to sell real estate owned properties, continued strength in
the market area for First Federal Bank of the Midwest, and the
ability of the Company to grow in existing and adjacent markets.
These forward-looking statements involve numerous risks and
uncertainties, including those inherent in general and local
banking, insurance and mortgage conditions, competitive factors
specific to markets in which the Company and its subsidiaries
operate, future interest rate levels, legislative and regulatory
decisions or capital market conditions and other risks and
uncertainties detailed from time to time in the Company's
Securities and Exchange Commission (SEC) filings, including the
Company's Annual Report on Form 10-K for the year ended December
31, 2012. One or more of these factors have affected or could in
the future affect the Company's business and financial results in
future periods and could cause actual results to differ materially
from plans and projections. Therefore, there can be no assurances
that the forward-looking statements included in this news release
will prove to be accurate. In light of the significant
uncertainties in the forward-looking statements included herein,
the inclusion of such information should not be regarded as a
representation by the Company or any other persons, that the
objectives and plans of the Company will be achieved. All
forward-looking statements made in this news release are based on
information presently available to the management of the Company.
The Company assumes no obligation to update any forward-looking
statements.
First Defiance Financial Corp.Donald P. Hileman,
419-782-5104President and CEOfdef@first-fed.comorFirst Community
BankSherran Blair, 614-239-4600Chairman, President and
CEOsblair@firstcommunitybank.com
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