MARIETTA - Peoples Bancorp, parent company of Peoples Bank, and Ohio Heritage Bancorp, the parent company of Coshocton, Ohio-based Ohio Heritage Bank, have announced their merger.
Peoples will acquire Ohio Heritage Bancorp in a cash and stock transaction in which Ohio Heritage Bank will merge with and into Peoples.
Founded in 1995, Ohio Heritage Bank operates six full-service banking locations in Ohio, two in Coshocton and one each in Newark, Mount Vernon, Heath and New Philadelphia. As of March 31, Ohio Heritage Bank had $252 million in assets, which included $182 million in loans and $183 million in deposits.
"We are pleased to be expanding our presence in Ohio and entering desirable new markets near major transportation routes," said Chuck Sulerzyski, president and CEO of Peoples. "I have known Dick Baker for over a quarter century. I am honored to acquire an institution that he started and grew into the largest in Coshocton County. He and his team are quality bankers and we look forward to combining our talents which will be a benefit to the clients and communities currently being served by Ohio Heritage."
Dick Baker, chairman of Ohio Heritage Bancorp, said the deal with Peoples will be beneficial for customers and the community.
"Customers will gain access to many new products and services, including insurance, trust, and investments, plus a full suite of contemporary electronic services," he said. "At the same time, our legal lending limit will be much larger, which will help us to make larger investments in the local communities."
* Peoples Bancorp Inc. is a diversified financial services holding company with $2.1 billion in assets, 49 sales offices and 47 ATMs in Ohio, West Virginia and Kentucky.
* Founded in 1995, Ohio Heritage Bancorp is the parent company of Ohio Heritage Bank. Ohio Heritage Bank and serves consumers, businesses and local governments with full service banking centers operating in Coshocton, Newark, Heath, Mt. Vernon, and New Philadelphia.
Under the terms of the agreement, shareholders of Ohio Heritage Bancorp will receive merger consideration equal to $110 for each share of Ohio Heritage Bancorp common stock, consisting of $93.50 in the company's common stock and $16.50 in cash. The exchange ratio for the stock component will be determined based on the Company's volume weighted average closing stock price during the 20 consecutive trading days preceding the closing of the transaction.
This transaction is valued at approximately $37.6 million.
Peoples expects this transaction to be completed in the third quarter of 2014, subject to the satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of Ohio Heritage Bancorp. At that time, Ohio Heritage Bank's offices will become branches of Peoples.
Based on this timing, Peoples expects the transaction to be neutral-to-slightly accretive to 2014 diluted earnings per common share. Starting in 2015, the earnings accretion is projected to range from 10 cents to 12 cents per diluted common share annually. Applying pro forma merger adjustments to the company's Dec. 31, 2013, reported balance sheet amounts, dilution to tangible book value per common share is estimated to be approximately 2 percent, inclusive of all restructuring charges, with an earnback period of two years.
"Overall, this acquisition is a great strategic fit for our company and long-term growth plans. We believe it also is a low-risk opportunity that helps us achieve some of our strategic goals, such as improving our earning asset mix," summarized Sulerzyski.
Dinsmore & Shohl LLP served as the Company's legal counsel. Ohio Heritage Bancorp was advised by Morgan Law.co, Kegler Brown Hill & Ritter and GBQ Consulting LLC.