Commercial Bancshares Inc. \OH
Commercial Bancshares Inc. \OH — Merger or Acquisition (August 2016)
10 slides from Commercial Bancshares Inc. \OH's merger presentation, Aug 24, 2016
Slide 1: Merger Announcement: Commercial Bancshares, Inc.
Merger Announcement Commercial Bancshares, Inc . August 23, 2016 Filed by First Defiance Financial Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a - 12 under the Securities Exchange Act of 1934 Subject Company: Commercial Bancshares, Inc. Commission
Slide 2: Important Legal Considerations
2 Important Legal Considerations • This communication contains forward - looking statements with respect to the proposed merger between First Defiance Financial Corp. (“First Defiance”) and Commercial Bancshares, Inc. (“Commercial”) and the timing of consummation of the merger that are made in relia
Slide 3: Transaction Rationale
3 • Extends franchise in northwestern and north central Ohio • Both banks have similar strategy with an emphasis on commercial banking • Enhances core deposit composition • Ability to expand Commercial’s current relationships with increased legal lending limit and more comprehensive services High Le
Slide 4: Commercial Bancshares Financial Overview
4 ($000s, except per share values) 2014 2015 2016 YTD Balance Sheet Total Assets ($000s) 336,529 341,090 342,014 Asset Growth - Annualized (%) 5.8 1.4 0.5 Total Gross Loans ($000s) 279,151 296,933 297,872 Loan Growth - Annualized (%) 3.4 6.4 0.6 Total Deposits ($000s) 298,771 296,626 300,936 Loans /
Slide 5: Market Strengths and Enhanced Pro Forma Growth
5 Market Strengths Depth of Management and In - Market Relationships Enhanced Pro Forma Growth and Profitability • #1 or #2 community bank in two strategically valuable adjacent markets • #2 pro forma market share in Hancock county • LPO in Columbus • Potential opportunities for branch efficiencies
Slide 6: Loan and Deposit Composition
6 Total 1 - 4 Family 409,740 19% Total CRE 767,556 35% Multi - family 209,442 10% C&D 154,341 7% C&I 408,856 19% Agricultural 53,346 2% Consumer 27,221 1% All Other 141,915 7% Non - Interest 510,086 23% Int - DDA, MM, Savings 1,191,302 53% CDs < $100K 324,614 15% CDs > $100K 211,123 9% Non - Interes
Slide 7: Transaction Terms
7 • Approximately 80% stock / 20% cash • $51.00 per share in cash or 1.1808 shares of FDEF common stock (shareholder election) • Aggregate transaction value of $ 63.0 (1) million (including option consideration) Consideration Stock Options Due Diligence Approvals Anticipated Closing • All in - the -
Slide 8: Transaction Overview
8 • Assumptions based on meaningful due diligence • Estimated cost saves of 40 %, phased in 75% in 2017 and 100% thereafter • Assumed a 2.00% gross credit mark offset by a positive loan interest rate mark Assumptions Pricing Multiples (1) Pro Forma Impact • Purchase Price / Tang. Book Value: 160% (2
Slide 9: Important Information for Investors and Shareholders
9 Important Information for Investors and Shareholders This document does not constitute an offer to sell or the solicitation of an offer to buy securities of First Defiance. First Defiance will file a registration statement on Form S - 4 and other documents regarding the proposed transaction refere
Slide 10: Contact Information
10 Donald P. Hileman , President and CEO (419) 785 - 2210 dhileman@first - fed.com Kevin T. Thompson , Executive Vice President and CFO (419) 783 - 1098 kthompson@first - fed.com Contact Information
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