Civista Bancshares has entered into a definitive merger agreement to acquire The Farmers Savings Bank for about $70.4m.
The move will see Civista expanding its reach with the addition of two branches in Medina and Lorain Counties, Northeast Ohio, along with $183m in low-cost core deposits.
As of 31 March 2025, the combined entity will boast total assets of around $4.4bn, net loans of $3.2bn, and deposits totalling $3.5bn.
In conjunction with the merger, Civista has initiated an underwritten public offering of its common shares, with Piper Sandler & Co. as the sole book-running manager.
The proceeds from this offering will be allocated towards general corporate purposes, including organic growth and potential strategic transactions. Civista has also granted underwriters a 30-day option to purchase additional shares.
The acquisition, which is set to close in the fourth quarter of 2025, awaits approval from Farmers shareholders and regulatory bodies.
Civista president and CEO Dennis Shaffer said: “We are excited to welcome Farmers Savings Bank into the Civista family. This acquisition not only strengthens our presence in northeast Ohio but also reflects our shared commitment to community banking.
“By combining our resources and expertise, we’re positioned to deliver greater value to our shareholders while continuing to support the individuals, families, and businesses that make Spencer, Wellington and the surrounding communities so special.”
The merger terms stipulate a payment of $34.925 million in cash and the issuance of 1,434,491 common shares, subject to adjustments based on Farmers’ equity prior to closing.
This transaction is anticipated to be accretive to Civista’s diluted earnings per share by approximately 10% once cost savings are fully realised.
Moreover, any tangible book value dilution is expected to be recovered within three years post-closing.
Civista aims to leverage Farmers’ strong market presence and excess liquidity, with a 46% loan-to-deposit ratio, to foster growth. The merger has received unanimous approval from both companies’ Boards of Directors, with key Farmers shareholders committing to vote in favour of the merger.
Piper Sandler & Co. is acting as Civista’s financial advisor, with Vorys, Sater, Seymour and Pease providing legal counsel. Janney Montgomery Scott is advising Farmers, with Dinsmore & Shohl serving as legal counsel.
