Cincinnati Bancorp, the holding Company for Cincinnati Federal and the majority-owned subsidiary of CF Mutual Holding Companyc (MHC), and Kentucky Federal Savings and Loan Association (KF), a mutual savings association, announced the signing of a definitive merger agreement providing for the merger of KF with and into Cincinnati Federal.
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Based on financial data as of December 31, 2017, the Companyc would have total assets of $201.8 million, net loans of $163.1 million, total deposits of $143.5 million and stockholders' equity of $22.3 million upon completion of the merger.
Under the terms of the merger agreement, KF's depositors and borrowers at the effective time of the merger will become depositors and borrowers of Cincinnati Federal and members in the MHC as if their accounts had been established at Cincinnati Federal on the date established at KF.
The Companyc will not pay any merger consideration for KF. At closing, the Companyc will issue additional shares of its authorized common to the MHC equal to KF's estimated market value.
Upon completion of the merger, it is expected that Philip E. Wehrman, KF's Chairman of the Board, will become a director of the MHC, the Companyc and Cincinnati Federal.
Robert A. Bedinghaus, Companyc Executive Chairman, stated, "We are extremely excited about our combination with Kentucky Federal. We expect the transaction will provide us with an excellent platform to grow and diversify our franchise in new, contiguous markets with similar economic and demographic characteristics to our existing markets."
Philip E. Wehrman, KF's Chairman, stated, "We have always focused on our community and the needs of our banking clients and believe that partnering with Cincinnati Federal will allow us to continue to provide excellent service our customers while preserving our values and our community bank culture."
The proposed merger is expected to be immediately accretive to the Companyc's earnings in 2018, and thereafter, and immediately accretive to its tangible book value per share.
Upon completion of the merger, Cincinnati Federal's capital ratios are expected to continue to exceed "well capitalized" regulatory standards.
The transaction is expected to close in the second half of 2018, subject to the satisfaction of conditions including the receipt of regulatory approvals and the approval of KF's members.
The Companyc does not expect that approval of its shareholders will be required to complete the transaction. ■