Pending Merger |
6 Months Ended |
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Jun. 30, 2026 | |
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |
| Pending Merger |
Note 15 – Pending Merger
On July 21, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Financial Bancorp, an Ohio corporation (“First Financial”), pursuant to which the Company will merge with and into First Financial (the “Merger”), with First Financial continuing as the surviving corporation in the Merger. The Merger Agreement also provides that the Bank will merge with and into First Financial’s wholly-owned banking subsidiary, First Financial Bank, an Ohio state-chartered bank (“First Financial Bank”) (the “Bank Merger”), with First Financial Bank continuing as the surviving bank in the Bank Merger.
Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, no par value, of the Company issued and outstanding immediately prior to the Effective Time will be converted into the right to receive 1.35 shares of common stock, no par value, of First Financial. The exchange ratio is fixed and not otherwise subject to adjustment, except in the event of certain changes in First Financial’s capitalization, as provided in the Merger Agreement.
Based upon the closing price of $35.48 of First Financial’s common stock the day before the transaction was announced, the transaction is valued at approximately $208 million. The transaction value will change due to fluctuations in the price of First Financial common stock.
The Merger is expected to close in the fourth quarter of 2026, and is subject to approval by federal and state bank regulatory authorities and the Company’s shareholders and the satisfaction of the closing conditions set forth in the Merger Agreement.
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