Peoples Bancorp Inc. and ASB Financial Corp Announcement Definitive Merger Agreement

  • Share:
October 25, 2017
PEOPLES BANCORP INC. AND ASB FINANCIAL CORP. ANNOUNCE DEFINITIVE MERGER AGREEMENT

Peoples Bancorp Inc. (“Peoples”) (NASDAQ: PEBO), the parent company of Peoples Bank, and ASB Financial Corp (“ASB”) (OTC Pink: ASBN), the parent company of American Savings Bank, fsb (“American”), jointly announced today the signing of a definitive merger agreement. Under the agreement, ASB will merge with and into Peoples, and American will subsequently merge with and into Peoples Bank, in a transaction valued at approximately $39.6 million.

Founded in 1892, ASB, through American, operates four offices in the Portsmouth region including 
Wheelersburg, Waverly, Ohio and South Shore, Kentucky and, in the Cincinnati region, two retail 
branches in Montgomery and Madeira, as well  as loan production offices in Milford and Dent.   As  
of June 30, 2017, ASB had, on  a consolidated  basis, approximately$293.6 million in total assets, which included approximately $241.5 million in total loans, and approximately $210.4 million in total deposits.

“We are excited to acquire ASB with its strong core deposit base and profitable mortgage 
origination business. American’s presence in Cincinnati will add to our footprint in southwestern 
Ohio and accelerate our expansion in Cincinnati. American’s Portsmouth franchise will also provide 
contiguous locations to our presence in Ashland, Kentucky and serve as a connection between our 
southeast and southwest Ohio franchises. We are especially thrilled to incorporate American’s 
successful Cincinnati Mortgage Origination Division into Peoples Bank,” said Chuck Sulerzyski, 
President and CEO of Peoples. “We look forward to welcoming ASB shareholders, employees and 
customers to become part of our team.”

Jack Kuntz, President and Chief Executive Officer of ASB and American, said, “This is an attractive 
combination with one of the strongest banks in Ohio. Our customers will have an opportunity to 
become part of a multi-billion dollar banking franchise with immediate access to an expanded array 
of products and services. ASB’s shareholders can exchange their shares for cash or Peoples common 
stock, which is listed on NASDAQ and which we believe is well-positioned for continued growth.”
According to the terms of the merger agreement, which has been unanimously approved by the Boards 
of Directors of both companies, ASB shareholders will have the opportunity to elect to receive 0.592 shares of Peoples common stock for each share of ASB common stock or $20.00 cash per share with a limit of 15% of the merger consideration being paid in cash. Based on Peoples’ 20-day volume weighted average closing price of $33.78 per share as of October 20, 2017, the aggregate deal value is approximately $39.6 million, or $20.00 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 under two years, and an internal rate of return which exceeds internal thresholds.

The acquisition is expected to close during the second quarter of 2018 and is subject to ASB 
shareholder approval, regulatory approval and other conditions set forth in the merger agreement.
Peoples is being advised by Raymond James & Associates, Inc. and the law firm of Dinsmore & Shohl 
LLP. ASB is being advised by Boenning & Scattergood, Inc. and the law firm of Vorys, Sater, Seymour 
and Pease LLP.
 
A supplemental table with transaction metrics and assumptions follows:

Price Per Share                                                                                     $20.00
Aggregate Value                                                                           $39.6 million
Price / Tangible Book (as of 6/30/2017)                                                   153%
Price / LTM Earnings (as of 6/30/2017)                                                   14.9x
Premium to Core Deposits                                                                      8.0%
Tangible Book Earn-back                                                                    <2 years
Full Year 1 EPS Accretion                                                                 ~6%
Cost Savings
% of NIE                                                                                          35%
2018 Phase-in                                                                                  75%
2019 Phase-in                                                                                100%
One-time Costs                                                                       $9.5 million
Stock/Cash Consideration                                                          85%/15%
Credit Mark                                                                                     1.40%


Total Assets                                                                         $293.6 million
Total Loans                                                                         $241.5 million
Total Deposits                                                                     $210.4 million


Due diligence                                                                           Completed
Anticipated closing / conversion dates                                 2nd Qtr 2018

 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 the Peoples common stock to be issued to the 
shareholders of ASB. The registration statement will include a proxy statement/prospectus, which 
will be sent to the shareholders of ASB in advance of its special meeting 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, ASB 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,  free  of  charge,  on  Peoples’ website  at www.peoplesbancorp.com under the tab “Investor Relations” or by contacting Peoples’ Investor Relations Department at: Peoples Bancorp Inc., 138 Putnam Street, PO Box 738, Marietta, Ohio 45750,  Attn: Investor Relations.

Peoples and ASB and certain of their directors and executive officers may be deemed to be 
participants in the solicitation of proxies from the shareholders of ASB in connection with the 
proposed merger. Information about the directors and executive officers of Peoples is set forth in 
the proxy statement for Peoples' 2017 annual meeting of shareholders, as filed with the SEC on 
Schedule 14A on March 8, 2017. 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 
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, when it becomes available.

 About Peoples Bancorp Inc.:
Peoples is a diversified financial services holding company with $3.6 billion in total assets, 76 
sales offices including 67 full-service bank branches and 74 ATMs in Ohio, West Virginia and 
Kentucky. Peoples makes available a complete line of banking, investment, insurance and trust 
solutions through its subsidiaries - Peoples Bank and Peoples Insurance Agency, LLC. Peoples' 
common shares are traded on the NASDAQ Global Select Market® under the symbol “PEBO”, and Peoples is a member of the Russell 3000 index of US publicly-traded companies. Learn more about Peoples at www.peoplesbancorp.com.

 About ASB Financial Corp.:
ASB, a savings and loan holding company incorporated under the laws of the State of Ohio, owns all 
of the issued and outstanding common shares of American Savings Bank, fsb, a federal savings bank. 
American was founded in 1892 serving the Portsmouth, Ohio area. It operates six full service bank 
branches, three in the Portsmouth, Ohio market, two in the Cincinnati, Ohio market and one in South 
Shore, Kentucky. The common shares of ASB are traded through OTC Pink Open Market under the symbol “ASBN”.

 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 
Peoples’ filings with the SEC. As a result, actual results may differ materially from the 
forward-looking statements in this news release.

Peoples encourages readers of this news release to understand forward-looking statements to be 
strategic objectives rather than absolute targets of future performance. Peoples 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. 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.

END OF RELEASE