Republic Bancorp, Inc. (NASDAQ: RBCAA) (“Republic” or the
“Company”), the parent company of Republic Bank & Trust Company
(“Republic Bank” or the “Bank”), and Cincinnati-based CBank
(www.cbankusa.com) today announced the signing of an Agreement and
Plan of Merger (the “Agreement”) under which Republic will acquire
CBank and its wholly-owned subsidiary, Commercial Industrial
Finance, Inc. (“CIF”). CIF, which is headquartered in St. Louis,
Missouri, provides equipment leasing and financing to businesses
nationwide.
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Under the terms of the Agreement, Republic will acquire all of
CBank’s outstanding common stock in an all-cash direct merger of
CBank with Republic Bank, resulting in a total cash payment of
approximately $51 million to CBank’s existing shareholders.
Republic expects to fund the cash payment with existing resources
on hand at Republic Bank. As of September 30, 2022, CBank had total
assets of approximately $271 million with total gross loans of
approximately $214 million and total deposits of approximately $240
million. Upon the full completion of the merger, Republic Bank will
have six banking centers in the Cincinnati metropolitan area and 43
banking centers throughout Republic Bank’s entire network in five
states.
Logan Pichel, Republic Bank President & CEO commented, “Dean
Meiszer, CBank’s founder and CEO, and its distinguished Board of
Directors led by Larry Sheakley, have spent 15 years building a
first-class team and a top-tier community-focused bank. We believe
the combination of our existing high-performing, community-minded
team in Greater Cincinnati with CBank’s team will create an
unparalleled financial services organization in the market that is
second to none.” Pichel continued, “In addition, the acquisition of
CIF will greatly expand our existing leasing operations and provide
a national footprint for these services. I look forward to working
closely with Dean during and after the merger to make it a seamless
transition for CBank’s and CIF’s clients and associates.”
CBank’s CEO, Dean Meiszer stated, “This opportunity for CBank to
combine with Republic Bank — one of the highest performing and most
community-oriented financial institutions in the Midwest and
Southeast — is extremely exciting. CBank’s notable and
well-established track record in commercial lending and private
banking will be further strengthened by this merger with Republic
Bank. Republic Bank’s larger capital base and resources will
provide larger loan opportunities for our customers and prospects,
and a greater depth of products and services for our expanding
client base. I am eager to work with Republic Bank’s talented team
to provide exceptional community banking service.”
With the completion of the merger, Dean Meiszer will consult
Republic Bank on merger integration, customer relations,
incremental product roll outs and business development.
Tom Saelinger, Republic Bank’s Cincinnati/Northern Kentucky
Market President will lead the combined Greater Cincinnati
operation which will have a substantial presence with market assets
exceeding $627 million.
Tom Saelinger commented, “As a lifelong native of the Greater
Cincinnati area, I have a tremendous amount of pride in Republic
Bank’s commitment and success in the region. Our cultural fit,
complementary banking services, and the commitment to superior
client service of the two combined organizations will form a strong
foundation for a successful merger. I look forward to working with
CBank’s renowned team of bankers to build on the strong momentum we
have already established in the market and further contribute to
the economic growth of our region.” Saelinger concluded, “Republic
Bank is well-known throughout its footprint for its commitment to
the communities it serves, and our combined teams will provide even
more of an opportunity to make an impact here in our
community.”
Scott Hawkins, CIF President and CEO, will continue to lead this
business unit. He stated, “This merger fits nicely both in terms of
like cultures, shared objectives and capital needed to fuel our
growth. The real winners here are our current and future customers,
as well as our diverse portfolio of manufacturers, distributors and
vendors of assorted medical, commercial, IT and energy related
equipment. The tenured team at CIF is equally excited to take their
company to the next level.”
The completion of the transaction, expected to close in Q1 2023,
is subject to customary closing conditions, including regulatory
approval and approval by CBank’s shareholders.
Piper Sandler & Co. served as financial advisor and Frost
Brown Todd, LLC served as legal counsel to Republic. Raymond James
Financial, Inc. served as financial advisor and Dinsmore &
Shohl, LLP served as legal counsel to CBank.
About Republic Bank
Republic Bancorp, Inc. (the “Company”) is the parent company of
Republic Bank & Trust Company (the “Bank”). The Bank currently
has 42 full-service banking centers throughout five states: 28
banking centers in 8 Kentucky communities – Covington, Crestview
Hills, Florence, Georgetown, Lexington, Louisville, Shelbyville,
and Shepherdsville; three banking centers in southern Indiana –
Floyds Knobs, Jeffersonville, and New Albany; seven banking centers
in six Florida communities (Tampa MSA) – Largo, New Port Richey,
St. Petersburg, Seminole, Tampa, and Temple Terrace; two banking
centers in two Tennessee communities (Nashville MSA) – Cool Springs
and Green Hills; and two banking centers in two Ohio communities
(Cincinnati MSA) – Norwood and West Chester. The Bank offers
internet banking at www.republicbank.com. The Company has
approximately $6.0 billion in assets and is headquartered in
Louisville, Kentucky. The Company’s Class A Common Stock is listed
under the symbol “RBCAA” on the NASDAQ Global Select Market.
About CBank
CBank was founded in Cincinnati to serve the banking needs of
the region’s privately held businesses and the professionals that
service them. The Bank’s culture is defined and reinforced by its
shareholders who are themselves successful businesses owners and
professionals. CBank’s team knows the challenges and rewards of
running a business. At CBank each request is evaluated on its
merits, not predetermined criteria.
Forward-Looking Statements
This Press Release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. The forward-looking statements in the preceding paragraphs
are based on our current expectations and assumptions regarding our
business, the business of CBank and its affiliates, the economy and
other future conditions. Because forward-looking statements relate
to the future, they are subject to inherent uncertainties, risks
and changes in circumstances that are difficult to predict. Our
actual results may differ materially from those contemplated by the
forward-looking statements. We caution you, therefore, against
relying on any of these forward-looking statements. They are
neither statements of historical fact nor guarantees or assurances
of future performance. Important factors that could cause actual
results to differ materially from those in the forward-looking
statements include the ability for CBank to receive shareholder
approval for the Agreement, for all parties to receive regulatory
approvals as provided for in the Agreement, the ability to grow
CBank loan and deposit balances post-acquisition, unanticipated
post-acquisition loan losses for Republic on CBank-originated
loans, the ability of Republic to integrate acquired operations
including obtaining synergies, integration objectives and
anticipated timelines, the ability of Republic to integrate, manage
and keep secure our information systems, and other factors set
forth as “Risk Factors” at Part II, Item 1A in the Company’s Form
10-K for the period ended December 31, 2021.
Any forward-looking statement made by us in this Press Release
speaks only as of the date on which it is made. Factors or events
that could cause our actual results to differ may emerge from time
to time, and it is not possible for us to predict all of them. We
undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future
developments or otherwise, except as may be required by law.
Republic Bank. It’s just easier here. ®
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Jim Ensign, Senior Vice President & Chief Brand Officer
(502) 584-3600
Republic Bancorp (NASDAQ:RBCAA)
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