Item 2.01
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Completion of an Acquisition or Disposition of Assets.
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The information set forth in the Introductory Note and Item 3.01 of this Report is incorporated herein by reference.
On January 31, 2020, pursuant to the terms of the Merger Agreement, UCFC merged with and into FDEF, with FDEF surviving the Merger.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the Effective Time), each share of common stock, no par value
per share, of UCFC (UCFC Common Stock) issued and outstanding immediately prior to the Effective Time (except for certain shares held by UCFC or FDEF) was converted into the right to receive 0.3715 shares (the Exchange Ratio)
of common stock, par value $0.01 per share, of FDEF (FDEF Common Stock). No fractional shares of FDEF Common Stock were issued in the Merger, and UCFCs shareholders became entitled to receive cash in lieu of fractional shares.
Further, pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each outstanding and unexercised UCFC stock option fully vested and
was converted automatically into a fully vested option to purchase shares of FDEF Common Stock, with the number of underlying shares and per share exercise price of such option adjusted to reflect the Exchange Ratio, and (ii) each outstanding
UCFC restricted stock award and performance restricted stock unit award, whether vested or unvested, fully vested and was cancelled and converted into the right to receive 0.3715 shares of FDEF Common Stock for each share of UCFC Common Stock
underlying such award (with the satisfaction of any applicable performance goals determined by the UCFC board of directors prior to the Effective Time in accordance with the applicable award agreement and excluding any costs related to the Merger).
Immediately following the Merger, UCFCs wholly owned bank subsidiary, Home Savings Bank, an Ohio state-chartered bank, merged with and into
FDEFs wholly owned bank subsidiary, First Federal Bank of the Midwest (First Federal), with First Federal surviving the merger. Immediately prior to the merger of the banks, First Federal converted into an Ohio state-chartered
bank. In addition, immediately following the merger of the banks, UCFCs wholly owned insurance subsidiaries, HSB Insurance, LLC and United American Financial Services, Inc., each merged with and into FDEFs wholly owned insurance
subsidiary, First Insurance Group of the Midwest, Inc., with First Insurance Group of the Midwest, Inc. surviving the mergers.
The foregoing description
of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached to this Report as Exhibit 2.1 and is incorporated into this Report by
reference.