LCNB Corp (LCNB) Enters Deal to Acquire Eagle Financial
LCNB Corp. LCNB, the holding company for LCNB National Bank, has signed a definitive agreement to acquire Eagle Financial Bancorp, Inc. (”EFBI”) in a stock-and-cash transaction. The closing of the deal, subject to the approval of EFBI shareholders and regulators and other customary conditions, is expected in the second quarter of 2024. The approval of LCNB shareholders is not required.
Eagle Financial, the holding company for EAGLE.bank, is a full-service banking institution with three offices in Cincinnati, OH. As of Sep 30, 2023, it had approximately $175.8 million in assets, $140.8 million in loans, $135 million in deposits and $26.3 million in consolidated stockholders’ equity.
Terms of the Deal & Financial Impact
Per the terms of the agreement, approved by LCNB and EFBI Board of Directors, EFBI shareholders can choose to receive either 1.1401 shares of the LCNB stock or $19.10 per share in cash for each share of the EFBI common stock owned, subject to at least 60% but not more than 70% of EFBI shares being exchanged for an LCNB common stock.
Based on LCNB’s closing share price of $14.65 on Nov 28, 2023, and assuming 60% of the EFBI shares elect stock, the deal is valued at $23.1 million and has a blended value of $17.73 for each EFBI share. For EFBI, this equates to 91% of tangible book value as of Sep 30, 2023.
As of Sep 30, 2023, Eagle Financial had 1,342,275 shares of common stock outstanding and 115,807 options with a weighted average strike price of $16.18 per share (each option carries the right to purchase one EFBI share). Any unexercised EFBI stock options will be canceled prior to the effective time of the merger in exchange for a cash payment per option equal to the difference between $19.10 and the option exercise price.
Excluding one-time transaction costs, LCNB expects the transaction to be modestly accretive in 2024 and approximately 11.5% and 11.1% accretive to 2025 and 2026 fully diluted earnings per share, respectively.
The after-tax one-time transaction costs estimated to be incurred by LCNB are $5.1 million.
The merger is expected to result in a tangible book value per share dilution of 2.4% at closing, with an expected tangible book value earn-back of nearly 2.1 years using the crossover method. The transaction would be immediately accretive to tangible book value, excluding any interest rate-related purchase accounting adjustments.
Post the merger, LCNB is estimated to have consolidated assets of nearly $2.5 billion, with 36 banking offices in Ohio and one branch office in Northern Kentucky. Also, EAGLE.bank's banking offices will become branches of LCNB. The deal will also increase LCNB’s presence in the Cincinnati market.
Management Comments
Eric Meilstrup, president and CEO of LCNB, commented, “Eagle represents the second acquisition we have announced this year, and further supports our growth in the Cincinnati region. Upon completion of the transaction, LCNB will have 25 branches and $1.4 billion in deposits within the Cincinnati MSA, adding to LCNB’s position as one of the largest community banks in Southwest Ohio. The combining of our two institutions will provide more benefits, financial products, and opportunities for Eagle’s customers, and create the premier community banking institution in the Cincinnati / Northern Kentucky market. We believe this transaction will enhance LCNB’s long-term profitability metrics and earnings growth rate.”
Gary J. Koester, chairman and CEO of Eagle Financial, stated, “As part of a larger organization, we believe our customers will benefit from expanded financial products and resources, including trust and wealth management solutions, as well as greater access to additional full-service bank locations throughout the greater Cincinnati market. We also believe that our employees will have greater opportunities for growth and advancement as part of a larger community bank with such an outstanding reputation. Finally, we believe our shareholders will also benefit as part of a larger bank with greater liquidity, strong earnings power, and a very attractive dividend yield.”
In the past six months, shares of LCNB have gained 9.9% compared with the 14.1% growth recorded by the industry.
Image Source: Zacks Investment Research
Currently, LCNB carries a Zacks Rank #4 (Sell).
You can see the complete list of today’s Zacks #1 Rank (Strong Buy) stocks here.
Inorganic Expansion Efforts by Other Banks
The all-stock merger deal between Banc of California, Inc. BANC and PacWest Bancorp PACW has received the approval from their respective shareholders. The transaction is expected to close on or around Nov 30, 2023, as planned.
Both BANC and PACW received all necessary regulatory approvals for the merger (announced in July) last month. Per the terms of the agreement, PacWest will merge into Banc of California, and Banc of California, N.A. will merge into Pacific Western Bank.
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