LCNB Corp., the holding company for LCNB National Bank, and Eagle Financial Bancorp, Inc., the holding company for EAGLE.bank, announced that they have signed a definitive merger agreement whereby LCNB will acquire EFBI in a stock-and-cash transaction. EAGLE.bank operates three full-service banking offices in Cincinnati, Ohio. EFBI had approximately $175.8 million in assets, $140.8 million in loans, $135.0 million of deposits, and $26.3 million in consolidated stockholders’ equity as of September 30, 2023. When completed, the transaction will increase LCNB’s presence in the Cincinnati market.
Subject to the terms of the merger agreement, which has been approved by the Board of Directors of each company, EFBI shareholders will have the opportunity to elect to receive either 1.1401 shares of LCNB stock or $19.10 per share in cash for each share of EFBI common stock owned, subject to at least 60%, but not more than 70% of the shares of EFBI being exchanged for LCNB common stock. As of September 30, 2023, EFBI reported 1,342,275 shares of common stock outstanding, as well as 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 stock options of EFBI 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 exercise price of the option. Based on LCNB’s closing share price of $14.65 as of November 28, 2023, and assuming 60% of the EFBI shares elect stock, the aggregate transaction value is $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 September 30, 2023.
Eric Meilstrup, President and CEO of LCNB, stated, “We are thrilled to announce the agreement with Eagle Financial Bancorp. 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.”
Mr. Meilstrup continued, “Both LCNB and Eagle have a similar legacy of providing Southwestern Ohio communities with trusted financial services for over 140 years. 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 are excited to welcome Eagle’s employees, customers, and shareholders to LCNB, and we believe this transaction will enhance LCNB’s long-term profitability metrics and earnings growth rate.”
Gary J. Koester, Chairman and CEO of EFBI, stated, “We are excited to join LCNB, a Southwest Ohio-based bank that shares a common philosophy focused on supporting customers, employees, and communities. 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.”
Following the merger, Patricia L. Walter, President of EFBI and EAGLE.bank, will join LCNB as an Executive Vice President.
Excluding one-time transaction costs and assuming a second quarter 2024 closing date, 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. One-time transaction costs to be incurred as part of the transaction are estimated at $5.1 million, after-tax. Tangible book value per share dilution is expected to be approximately 2.4% at closing, with an expected tangible book value earn-back of approximately 2.1 years using the crossover method. Excluding any interest rate-related purchase accounting adjustments, the transaction would be immediately accretive to tangible book value.
When the transaction is completed, LCNB is estimated to have consolidated assets of approximately $2.5 billion with 36 banking offices in Ohio and one branch office in Northern Kentucky. Subject to regulatory approval, EFBI shareholder approval and other customary conditions set forth in the definitive merger agreement, the transaction is anticipated to close in the second quarter of 2024. LCNB shareholder approval is not required. At closing, EAGLE.bank's banking offices will become branches of LCNB.
LCNB is being advised by Hovde Group, LLC and Dinsmore & Shohl LLP. EFBI is being advised by Janney Montgomery Scott LLC. and Luse Gorman, PC.