MARIETTA, Ohio and PRESTONSBURG, Ky., Oct. 29, 2018 /PRNewswire/ — Peoples Bancorp Inc. (“Peoples”) PEBO, 1.75% ancestor aggregation of Peoples Bank, and First Prestonsburg Bancshares Inc. (“First Prestonsburg”), the ancestor aggregation of First Commonwealth Coffer of Prestonsburg, Inc. (“First Commonwealth”), accordingly appear today the signing of a complete acceding and plan of merger (“Merger Agreement”). Beneath the acceding of the Alliance Agreement, First Prestonsburg will absorb with and into Peoples (the “Merger”), and First Commonwealth will afterwards absorb with and into Peoples Bank, in a transaction admired at about $45.4 million.
Founded in 1904, First Commonwealth operates eight abounding account branches in and about the Prestonsburg and Pikeville markets in eastern Kentucky, and is appointed to accessible a ninth abounding account annex in Georgetown, Kentucky by the end of this year. As of September 30, 2018, First Prestonsburg had, on a circumscribed basis, about $310 actor in complete assets, which included about $139 actor in complete loans, and about $244 actor in complete deposits.
“We are aflame to aggrandize our attendance in eastern Kentucky through the accretion of First Prestonsburg, a aerial affection academy with an acutely able amount drop base. We accept it will accompaniment our allowance operation in Pikeville and accommodate us with an befalling to advantage complete applicant relationships. We attending advanced to accouterment our abounding apartment of cyberbanking articles and casework to the region. We are appropriately aflame that Greg Wilson, First Commonwealth’s President, will be aing Peoples Coffer as our Kentucky Bazaar President to beforehand our bartering cyberbanking efforts in the markets served by First Prestonsburg as able-bodied as in added portions of the state,” said Chuck Sulerzyski, President and CEO of Peoples. “We attending advanced to affable First Prestonsburg shareholders and First Commonwealth’s advisers and barter to become allotment of our team.”
Greg Wilson, President & CEO of First Commonwealth commented, “We are aflame to accept the befalling to accompany armament with the Peoples Coffer team. Peoples will accommodate us the adeptness to bear new articles and services, including allowance and beforehand products, to our admired barter in the communities we serve. The accord with Peoples will additionally accord the befalling to aggrandize in our accepted bazaar and geographically in Kentucky. Peoples’ association cyberbanking archetypal and ability and allegation to aerial affection chump account makes them a abundant fit for us.”
Upon cleanup of the Merger, shareholders of First Prestonsburg will accept 12.512 shares of Peoples accepted banal for ceremony allotment of First Prestonsburg accepted banal (the “Stock Consideration”). In addition, anon above-mentioned to the closing of the Merger, First Prestonsburg will pay a appropriate accumulated banknote administration of $11.275 actor to its shareholders (the “Special Dividend”). Based aloft the twenty (20) day volume-weighted boilerplate closing amount of Peoples accepted banal through October 26, 2018, the Banal Consideration added the Appropriate Dividend has a accumulated transaction amount of $45.4 actor to the holders of First Prestonsburg’s accepted stock. The transaction is accepted to be anon accretive to Peoples’ estimated balance afore ancient costs, with a complete book amount acquire aback of about two years, and an centralized amount of acknowledgment which exceeds centralized thresholds.
The accretion is accepted to aing during the added division of 2019 and is accountable to First Prestonsburg actor approval, authoritative approval and added altitude set alternating in the alliance agreement.
Peoples was brash by Raymond James & Associates, Inc. and the law close of Dinsmore & Shohl LLP. First Prestonsburg was brash by ProBank Austin and the law close of Stoll Keenon Ogden PLLC.
A added table with transaction metrics and assumptions follows:
Aggregate Purchase Price
Price / Tg. Book
Price / LTM Balance (1)
Premium to Amount Deposits
Cash / Banal Mix
25% / 75%
Tg. Book Earn-back (2)
~ 2 years
Full Year 1 EPS Accretion
% of NIE
Gross Loan Mark (3)
(1) LTM Balance tax accomplished at a amount of 35% for 2017 and 21% for 2018
(2) Utilizing the cross-over method
(3) Preliminary acclimation for acclaim and absorption ante based on loans outstanding as of 9/30/18;gross of complete ALLL
Important Advice for Investors and Shareholders:This account absolution does not aggregate an action to advertise or the address of an action to buy balance of Peoples or a address of any vote or approval. Peoples will book a allotment account on Form S-4 and added abstracts apropos the proposed transaction referenced in this account absolution with the Balance and Exchange Commission (“SEC”) to annals the shares of the Peoples accepted banal to be issued to the shareholders of First Prestonsburg. The allotment account will accommodate a proxy statement/prospectus, which will be beatific to the shareholders of First Prestonsburg in beforehand of its appropriate affair of shareholders to be captivated to accede the Merger. Investors and shareholders are apprenticed to apprehend the proxy statement/prospectus and any added accordant abstracts to be filed with the SEC in affiliation with the proposed transaction because they accommodate important advice about Peoples, First Prestonsburg and the Merger. Investors and shareholders are additionally apprenticed to anxiously analysis and accede Peoples’ accessible filings with the SEC, including, but not bound to, their Ceremony Reports or Form 10-K, its Quarterly Reports or Form 10-Q, its Accepted Reports or Form 8-K and its proxy statements. Investors and aegis holders may access a chargeless archetype of these abstracts (when available) through the website maintained by the SEC at www.sec.gov. These abstracts may additionally be obtained, chargeless of charge, on Peoples’ website at www.peoplesbancorp.com beneath the tab “Investor Relations” or by contacting Peoples’ Investor Relations Department at: Peoples Bancorp Inc., 138 Putnam Street, PO Box 738, Marietta, Ohio 45750, Attn: Investor Relations.
Peoples and First Prestonsburg and assertive of their admiral and controlling admiral may be accounted to be participants in the address of proxies from the shareholders of First Prestonsburg in affiliation with the proposed merger. Advice about the admiral and controlling admiral of Peoples is set alternating in the proxy account for Peoples’ 2018 ceremony affair of shareholders, as filed with the SEC on Schedule 14A on March 19, 2018 and as adapted by a supplement to proxy account filed with the SEC on Schedule 14A on April 6, 2018. Added advice apropos the interests of those participants and added bodies who may be accounted participants in the transaction may be acquired by account the proxy statement/prospectus apropos the proposed alliance back it becomes available. Chargeless copies of this certificate may be acquired as declared in the above-mentioned paragraph, back it becomes available.
About Peoples Bancorp Inc.:Peoples is a adapted cyberbanking casework captivation aggregation with $4.0 billion in complete assets, 82 locations, including 72 full-service coffer branches and 78 ATMs in Ohio, West Virginia and Kentucky. Peoples makes accessible a complete band of banking, investment, allowance and assurance solutions through its subsidiaries – Peoples Coffer and Peoples Allowance Agency, LLC. Peoples’ accepted shares are traded on the NASDAQ Global Select Market® beneath the attribute “PEBO”, and Peoples is a affiliate of the Russell 3000 basis of US publicly-traded companies. Learn added about Peoples at www.peoplesbancorp.com.
About First Prestonsburg Bancshares Inc.:First Prestonsburg Bancshares Inc. is the ancestor captivation aggregation of First Commonwealth Coffer of Prestonsburg, Kentucky. First Commonwealth Bank, with complete assets of $310 million, afresh acclaimed its 114 [th] ceremony as a locally-owned association coffer confined the Big Sandy breadth of eastern Kentucky, with eight locations throughout Floyd, Johnson, Magoffin, Martin and Pike Counties.
Safe Harbor Statement:Statements fabricated in this account absolution that are not complete facts are “forward-looking statements” aural the acceptation of Section 27A of the Balance Act of 1933, as amended, Section 21E of the Balance Exchange Act of 1934, as amended, and the Private Balance Litigation Reform Act of 1995. These statements are accountable to assertive risks and uncertainties including, but not bound to, the acknowledged achievement and affiliation of the transaction advised in this release, which includes the assimilation of the acquired chump relationships, adverse changes in bread-and-er conditions, the appulse of aggressive articles and appraisement and the added risks set alternating in the Company’s filings with the SEC. As a result, complete after-effects may alter materially from the advanced statements in this account release. These factors are not necessarily all of the factors that could account Peoples or the accumulated company’s complete results, performance, or achievements to alter materially from those bidding in or adumbrated by any of the advanced statements. Added alien or capricious factors additionally could abuse Peoples or the accumulated company’s after-effects
Peoples encourages readers of this account absolution to accept advanced statements to be cardinal objectives rather than complete targets of approaching performance. The Aggregation undertakes no obligation to amend these advanced statements to reflect contest or affairs afterwards the date of this account absolution or to reflect the accident of hasty events, except as appropriate by applicative acknowledged requirements. If Peoples updates one or added advanced statements, no inference should be fatigued that Peoples will accomplish added updates with account to those or added advanced statements. Copies of abstracts filed with the SEC are accessible chargeless of allegation at the SEC’s website at http://www.sec.gov and/or from Peoples’ website.
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SOURCE Peoples Bancorp Inc.
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