ARCHBOLD, Ohio, Dec. 21, 2020 (GLOBE NEWSWIRE) — Farmers & Retailers Bancorp, Inc. (“F&M” or the “Firm”) (Nasdaq: FMAO), the holding firm for Farmers & Retailers State Financial institution, introduced right now that they’ve signed an settlement and plan of reorganization and merger (the “Settlement”) whereby F&M will purchase Ossian Monetary Providers, Inc. (“OFSI”), the holding firm for Ossian State Financial institution, in a money transaction. OFSI operates two full-service places of work in northeast Indiana and has roughly $122 million in property, $58 million in loans, $108 million in deposits and $11.9 million in consolidated fairness as of September 30, 2020. OFSI is taxed as an S-Company.
Topic to the phrases of the Settlement, which has been unanimously authorised by the Board of Administrators of every firm, combination money consideration of the deal is the same as $20 million, representing $67.71 per share. The consideration is topic to potential adjustment, as set forth within the Settlement, within the occasion that OFSI’s fairness capital is lower than $12 million at closing.
The transaction represents a pure extension of F&M’s neighborhood financial institution footprint and is a complementary match with the Firm’s 2019 acquisition of the Financial institution of Geneva and F&M’s 2020 asset buy of Adams County Monetary Sources. OFSI operates places of work within the Indiana communities of Ossian and Bluffton. After the transaction, F&M will function 11 places of work in Indiana with complete deposits of $462 million and complete loans of $445 million.
Lars Eller, President and CEO of F&M, said, “I’m happy to mix our two sturdy establishments as OFSI instantly enhances and enhances our rising franchise in Northeast Indiana. This is a superb alternative for OFSI to turn into half of a bigger neighborhood banking group that can enable us to supply their prospects a wider vary of economic providers. We imagine, as OFSI does, that our partnership will nonetheless protect the comfort of native resolution makers all through our workplace community. On behalf of everybody at F&M, I wish to welcome OFSI’s prospects and workers to the F&M household.”
David Morrison, President and CEO of Ossian State Financial institution, said, “F&M shares our buyer first tradition and community-oriented values, and F&M is a logical and powerful match for our prospects, workers, and communities. As well as, F&M has a powerful presence all through our markets and our prospects will proceed to profit from native banking relationships and expanded services. We’re excited to hitch F&M.”
Excluding one-time transaction prices, F&M expects the transaction to be roughly 6.2% and seven.1% accretive to first and second yr diluted earnings per share, respectively. Tangible guide worth per share might be diluted roughly 4.6% at closing together with the affect of an estimated $2.5 million of mixed pre-tax transaction prices. The tangible guide worth dilution is anticipated to be recovered in lower than 5 years utilizing the crossover technique.
OFSI will distribute a proxy assertion calling a gathering of the shareholders of OFSI to think about the merger inside the subsequent 90 days.
When the transaction is accomplished, F&M can have consolidated property of roughly $2 billion. Topic to customary regulatory approvals, OFSI shareholder approval and different situations set forth within the Settlement, the transaction is anticipated to shut within the second quarter of 2021.
F&M is being suggested by ProBank Austin and Shumaker, Loop & Kendrick, LLP. OFSI is being suggested by Renninger & Associates, LLC and SmithAmundsen LLC.
About Farmers & Retailers Bancorp, Inc.:
Farmers & Retailers Bancorp, Inc., Archbold, Ohio, is the holding firm of Farmers & Retailers State Financial institution (the “Financial institution”), which was established in 1897. The Financial institution serves the monetary wants of people, farmers, companies, and industries by providing conventional banking merchandise, in addition to on-line, cell and phone banking merchandise. F&M’s widespread shares are traded on the NASDAQ Capital Market change underneath the image “FMAO.” Further info on F&M could also be discovered on its web site: www.fm.financial institution.
About Ossian Monetary Providers, Inc.:
Ossian Monetary Providers, Inc., Ossian, Indiana, is the holding firm of Ossian State Financial institution, which was established in 1912. Further details about OFSI could also be discovered on its web site: www.ossianstatebank.com.
Secure Harbor Assertion:
Statements made on this information launch that aren’t historic info are “forward-looking statements” inside the that means of Part 27A of the Securities Act of 1933, as amended, Part 21E of the Securities Alternate Act of 1934, as amended, and the Non-public Securities Litigation Reform Act of 1995. These statements are topic to sure dangers and uncertainties together with, however not restricted to, the profitable completion and integration of the transaction contemplated on this launch, which incorporates the retention of the acquired buyer relationships, adversarial modifications in financial situations, the affect of aggressive merchandise and pricing and the opposite dangers set forth within the F&M’s filings with the SEC. Because of this, precise outcomes might differ materially from the forward-looking statements on this information launch.
F&M encourages readers of this information launch to know forward-looking statements to be strategic targets reasonably than absolute targets of future efficiency. F&M undertakes no obligation to replace these forward-looking statements to replicate occasions or circumstances after the date of this information launch or to replicate the incidence of unanticipated occasions, besides as required by relevant authorized necessities. Copies of paperwork filed with the SEC can be found freed from cost on the SEC’s web site at http://www.sec.gov and/or from F&M’s web site.
Farmers & Retailers Bancorp, Inc. Contact:
Lars B. Eller
President and Chief Govt Officer
Farmers & Retailers Bancorp, Inc.
Ossian Monetary Providers, Inc. Contact:
David E. Morrison
President and Chief Govt Officer
Ossian Monetary Providers, Inc.