First Financial To Buy The First Bexley Bank In A Cash And Stock Deal

(RTTNews) - First Financial Bancorp. (FFBC), the parent company of First Financial Bank, said it inked a definitive merger agreement, to acquire The First Bexley Bank in a cash and stock transaction, valued at about $44.5 million, including outstanding options on First Bexley common stock. Pursuant to the agreement, First Bexley will merge with and into First Financial Bank.

Under the terms of the agreement, shareholders of First Bexley will get $30.50 for each share of First Bexley common stock consisting of $24.40 in the company's common stock and $6.10 in cash, subject to certain adjustments. In addition to that, First Financial Bancorp intends to appoint one director from First Bexley's board to serve on its board following close of the transaction.

As of September 30, First Bexley had total assets of $295.4 million, total deposits of $271.1 million, total common shareholders' equity of $22.7 million, tangible book value per common share outstanding of $16.45 and net income of $3.7 million.

Excluding estimated restructuring charges of about $3.5 million, the company expects the deal to add to 2014 earnings per share by $0.02 - $0.03, and to 2015 earnings per share by $0.06. Inlcuding charges, the dilution to tangible book value per share is estimated to be $0.19. The deal closure is expected in the first half of 2014.

Squire Sanders (US) LLP served as legal counsel to First Financial. Keefe, Bruyette and Woods, Inc. served as financial advisor and provided a fairness opinion to First Bexley's board of directors and Patton Boggs LLP served as legal counsel to First Bexley.