DCB Financial and First Commonwealth Financial to merge
Staff Writer |
First Commonwealth Financial Corporation (FCF) and DCB Financial Corp (DCBF) signed an agreement providing for the merger of DCB Financial with and into First Commonwealth.
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This is a stock and cash transaction valued at approximately $14.50 per share, or approximately $106 million in the aggregate.
Following the merger of the parent holding companies, DCB Financial's subsidiary, The Delaware County Bank & Trust Company, will merge with and into First Commonwealth's subsidiary, First Commonwealth Bank.
The acquisition of the Delaware County-based bank will provide First Commonwealth with approximately $556 million in total assets, $467 million in total deposits, $397 million in total loans and nine full-service banking offices in the Columbus MSA.
The transaction represents a continuation of First Commonwealth's Ohio growth strategy, and builds upon its recently announced acquisition of 13 branches in northern Ohio and its acquisition of Columbus-based First Community Bank in 2015.
Under the terms of the Agreement and Plan of Merger, which has been unanimously approved by the board of directors of both companies, DCB Financial shareholders will be entitled to receive either 1.427 shares of First Commonwealth common stock or $14.50 in cash for each DCB Financial common share.
Subject to proration to ensure that the aggregate merger consideration is comprised of 80% First Commonwealth common stock and 20% cash, DCB Financial shareholders may elect to specify the number of their shares to exchange for the cash consideration and the number of their shares to exchange for the stock consideration.
The merger is expected to qualify as a tax-free reorganization. The merger is expected to be completed in the second quarter of 2017, subject to certain closing conditions, including approval by DCB Financial shareholders and approval by appropriate bank regulatory authorities. ■