MARIETTA, Ohio, and
HUNTINGTON, W.Va., March 29,
2021 /PRNewswire/ -- Peoples Bancorp Inc. ("Peoples")
(NASDAQ: PEBO) and Premier Financial Bancorp, Inc. ("Premier")
(NASDAQ: PFBI), jointly announced today the signing of a definitive
agreement and plan of merger ("Merger Agreement") pursuant to which
Peoples will acquire, in an all-stock merger, Premier, a bank
holding company headquartered in Huntington, West Virginia, and the parent
company of Premier Bank, Inc. ("Premier Bank") and Citizens Deposit
Bank & Trust, Inc. ("Citizens"). Under the terms of the
Merger Agreement, Premier will merge with and into Peoples (the
"Merger"), and Premier Bank and Citizens will subsequently merge
with and into Peoples' wholly owned subsidiary, Peoples Bank, in a
transaction valued at approximately $292.3
million.
Upon completion of the Merger, the combined company will have
approximately $6.7 billion in total
assets, $4.6 billion in total loans
and $5.5 billion in total deposits
with 136 locations in Ohio,
West Virginia, Kentucky, Maryland, Virginia and Washington, D.C.
Premier, through its two community bank subsidiaries, operates
48 branches in thirty-eight communities spanning across
five-states, plus Washington D.C. As of December 31, 2020, Premier had, on a consolidated
basis, $1.9 billion in total assets,
which included $1.2 billion in total
net loans, and $1.6 billion in total
deposits.
"We are excited about our partnership with Premier and the
addition of significant scale to enhance our ability to drive
future growth and improved profitability. Premier's
strong core franchise provides a natural extension of our existing
markets, as well as entry into attractive markets within
Virginia, Maryland and Washington, D.C." said Chuck Sulerzyski, President and Chief Executive
Officer of Peoples. "Over the years, we have successfully expanded
our West Virginia and Kentucky footprint. We are proud to have been
recognized in 2020 as the number one bank in West Virginia as part of Forbes' annual list
of America's Best-In-State Banks and Credit Unions. We also were
voted as The Best in the Tri-State by readers of the Herald
Dispatch (Huntington, WV). We look
forward to welcoming Premier shareholders, employees and customers
to become part of our team, and we are ecstatic to offer additional
locations to new and existing Peoples Bank clients."
Bob Walker, President and Chief
Executive Officer of Premier commented, "We are excited to have the
opportunity to join forces with one of the strongest banks in the
region. Our customers, employees and shareholders will
benefit from Peoples' history of profitable growth and expertise in
successfully executing acquisitions. We are also excited
about Peoples' expansive suite of products, which will provide us
the ability to deliver new products and services, including
insurance and investment products, to our valued customers in the
communities we serve. Peoples' community banking model,
culture and commitment to high-quality customer service makes
Peoples' an excellent choice for Premier."
According to the terms of the Merger Agreement, which has been
unanimously approved by the Boards of Directors of both companies,
shareholders of Premier will receive 0.58 shares of Peoples common
stock for each share of Premier common stock, and the Merger is
expected to qualify as a tax-free reorganization for Premier
shareholders. Based on Peoples' 20-day volume weighted
average closing price of $33.95 per
share as of March 26, 2021, the
aggregate deal value is approximately $292.3
million, or $19.69 per
share. The transaction is expected to be immediately
accretive to Peoples' estimated earnings before one-time costs,
with a tangible book value earn back of approximately 2.6 years,
and an internal rate of return in excess of 20%.
The acquisition is expected to close during the third quarter of
2021, subject to the satisfaction of customary closing conditions,
including regulatory approvals and the approval of the shareholders
of Peoples and Premier. At that time, Premier's offices will
become branches of Peoples Bank.
Peoples was advised by Raymond
James & Associates, Inc. and the law firm of Dinsmore
& Shohl LLP. Premier was advised by Piper Sandler
Companies and the law firm of Jackson Kelly PLLC.
Conference Call
Also today, Peoples announced that it intends to conduct a
facilitated conference call with analysts, media and other
individual investors at 11:00 a.m. Eastern
Time on March 29, 2021.
The conference call will consist of prepared commentary from Mr.
Sulerzyski and Katie Bailey, Chief
Financial Officer and Treasurer, regarding the planned acquisition
followed by a question and answer period. The dial-in number
for this call will be 866-890-9285. A simultaneous webcast of
the conference call audio (listen-only mode) and archived replay
will be accessible online via the "Investor Relations" section of
Peoples' website. The audio replay will be available for one
year. Individuals wishing to participate in the live
conference call are encouraged to call or sign in at least 15
minutes prior to the scheduled start time.
Important Information for Investors and Shareholders:
This news release does not constitute an offer to sell or the
solicitation of an offer to buy securities of Peoples. Peoples will
file a registration statement on Form S-4 and other documents
regarding the proposed transaction referenced in this news release
with the Securities and Exchange Commission ("SEC") to register the
shares of Peoples common stock to be issued to the shareholders of
Premier. The registration statement will include a joint proxy
statement/prospectus, which will be sent to the shareholders of
both Peoples and Premier in advance of their respective special
meetings of shareholders to be held to consider the proposed
merger. Investors and security holders are urged to read the
proxy statement/prospectus and any other relevant documents to be
filed with the SEC in connection with the proposed transaction
because they contain important information about Peoples, Premier
and the proposed transaction. Investors and security holders may
obtain a free copy of these documents (when available) through the
website maintained by the SEC at www.sec.gov. These documents may
also be obtained, without charge, by directing a request to Peoples
Bancorp Inc., 138 Putnam Street, P.O. Box 738, Marietta, Ohio 45750, Attn.: Investor
Relations.
Peoples and Premier and certain of their directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of Premier in connection with the
proposed merger. Information about the directors and executive
officers of Peoples is set forth in the proxy statement for
Peoples' 2021 annual meeting of shareholders, as filed with the SEC
on Schedule 14A on March 9, 2021.
Information about the directors and executive officers of Premier
will be set forth in the proxy statement for Premier's 2021 annual
meeting of shareholders, which will be filed with the SEC on a
Schedule 14A during the second quarter of 2021. Additional
information regarding the interests of those participants and other
persons who may be deemed participants in the transaction may be
obtained by reading the joint proxy statement/prospectus regarding
the proposed merger when it becomes available. Free copies of this
document may be obtained as described in the preceding
paragraph.
About Peoples Bancorp Inc.:
Peoples is a diversified financial services holding company
and makes available a complete line of banking, trust and
investment, insurance and premium financing solutions through its
subsidiaries. Headquartered in Marietta, Ohio, since
1902, Peoples has established a heritage of financial stability,
growth and community impact. Peoples had $4.8 billion in
total assets as of December 31, 2020, and 88 locations,
including 76 full-service bank branches
in Ohio, Kentucky and West Virginia. Peoples
is a member of the Russell 3000 index
of U.S. publicly-traded companies. Learn more about
Peoples at www.peoplesbancorp.com.
About Premier Financial Bancorp, Inc.:
Premier is a financial services holding company headquartered in
Huntington, West Virginia. It
operates two community bank subsidiaries, Premier Bank, Inc. and
Citizens Deposit Bank and Trust, Inc. As of December 31, 2020, Premier had $1.9 billion in total consolidated assets.
Premier operates in thirty-eight communities within the states of
West Virginia, Virginia, Ohio, Maryland and Kentucky plus the cities of Washington, DC and Richmond, Virginia, to provide their customers
with a full range of banking services.
Safe Harbor Statement:
Statements made in this news release that are not historical facts
are "forward-looking statements" within the meaning of Section 27A
of the Securities Act of 1933, as amended, Section 21E of the
Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995. These statements
are subject to certain risks and uncertainties including, but not
limited to, the successful completion and integration of the
transaction contemplated in this release, which includes the
retention of the acquired customer relationships, adverse changes
in economic conditions, the impact of competitive products and
pricing and the other risks set forth in the Company's filings with
the SEC. As a result, actual results may differ materially
from the forward-looking statements in this news release.
These factors are not necessarily all of the factors that could
cause Peoples or the combined company's actual results,
performance, or achievements to differ materially from those
expressed in or implied by any of the forward-looking statements.
Other unknown or unpredictable factors also could harm Peoples or
the combined company's results
Peoples encourages readers of this news release to understand
forward-looking statements to be strategic objectives rather than
absolute targets of future performance. The Company
undertakes no obligation to update these forward-looking statements
to reflect events or circumstances after the date of this news
release or to reflect the occurrence of unanticipated events,
except as required by applicable legal requirements. If
Peoples updates one or more forward-looking statements, no
inference should be drawn that Peoples will make additional updates
with respect to those or other forward-looking statements.
Copies of documents filed with the SEC are available free of charge
at the SEC's website at http://www.sec.gov and/or from Peoples'
website.
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SOURCE Peoples Bancorp Inc.
