City Holding Company (“City”) (Nasdaq: CHCO), the parent company
of City National Bank of West Virginia, announced today the
concurrent signing of two separate definitive merger agreements.
Under one agreement, City will acquire Poage Bankshares, Inc.,
(“Poage”) (Nasdaq: PBSK), the parent company of Town Square Bank,
Ashland, Kentucky; under the other agreement, City will acquire
Farmers Deposit Bancorp, Inc. (“Farmers Deposit”), the parent
company of Farmers Deposit Bank, Cynthiana, Kentucky. Upon
completion of the Poage merger, the subsidiary bank of Poage and
will merge into City National Bank of West Virginia. Upon
completion of the Farmers Deposit merger, the subsidiary bank of
Farmers Deposit and will merge into City National Bank of West
Virginia.
Based upon financial data as of March 31, 2018, the combined
company will have $4.8 billion in assets, deposits of $3.9 billion,
and gross loans of $3.5 billion, bolstering City’s presence in the
Huntington-Ashland and Lexington, Kentucky MSAs. “Our leadership
recognized these partnerships as strategic next steps for enhancing
our market presence throughout Kentucky and we are fortunate to be
making this move forward,” remarked Charles R. (Skip) Hageboeck,
President & Chief Executive Officer of City. Both the Poage and
Farmers Deposit merger are expected to close in the fourth quarter
of 2018, pending customary closing conditions, including receipt of
required regulatory approvals and the approval by the shareholders
of Poage and Farmers Deposit.
Subject to the terms of the Poage merger agreement, Poage
shareholders will receive 0.335 shares of City common stock for
each outstanding share of Poage common stock. Based on City’s 5-day
average closing price of $78.43 as of July 10, 2018, this equates
to a per share value of $26.27 and an aggregate deal value of $93.5
million. Upon completion of the merger, Bruce VanHorn, President,
Chief Executive Officer & Director of Poage, will enter into an
employment agreement with City. Mr. VanHorn stated, “Joining City
is a defining moment for our company, shareholders and customers.
Our shared experience in operating in overlapping markets makes me
confident that this will be a seamless transition for our employees
and customer base while providing long-term value for our
shareholders. City is a great franchise, and I look forward to the
years ahead for our combined company.”
Subject to the terms of the Farmers Deposit merger agreement,
Farmers Deposit shareholders will receive $24.9 million in cash for
all outstanding shares of Farmers Deposit common stock. “This
merger with City is an excellent opportunity for our organization
to become part of a successful and established institution,” said
W. Brent Hoptry, Chairman, President, & Chief Executive Officer
of Farmers Deposit. “With our combined markets and leadership, we
will continue to provide high-quality banking solutions for our
communities and remain well positioned for the future.”
Each of the Poage and Farmers Deposit merger agreements have
been unanimously approved by the City board of directors. The Poage
board of directors has unanimously approved the Poage merger
agreement, and the Farmers Deposit board of directors has
unanimously approved the Farmers Deposit agreement. Neither the
Poage transaction nor the Farmers Deposit transaction is
conditional upon the other.
Keefe, Bruyette & Woods, Inc. served as financial advisor
and Dinsmore & Shohl LLP served as legal counsel to City in
both transactions. Sandler O’Neill & Partners served as
financial advisor and Luse Gorman, PC served as legal counsel to
Poage in the Poage transaction. ProBank Austin served as financial
advisor and Stites & Harbison, PLLC served as legal counsel to
Farmers Deposit in the Farmers Deposit transaction.
About City Holding Company
City Holding Company, headquartered in Charleston, West
Virginia is a financial holding company which owns City
National Bank of West Virginia. City provides a full range of
consumer and commercial banking services to individuals, businesses
and industries through its 86 branches across West Virginia,
Virginia, Kentucky and Ohio. As of March 31, 2018, City had
$4.2 billion in total assets, $3.4 billion in deposits, and $3.1
billion in gross loans. For additional information, locations, and
hours of operation, please visit www.bankatcity.com.
About Poage Bankshares, Inc.
Poage Bankshares, Inc., headquartered in Ashland, Kentucky,
is the parent company of Town Square Bank, which was founded
as a savings and loan association in 1889. Poage operates nine
branches and one loan production office across northeastern
Kentucky. As of March 31, 2018, Poage had $450 million in
total assets, $375 million in deposits, and $333 million in gross
loans. For additional formation on Poage Bankshares, Inc. and Town
Square Bank, please visit www.townsquarebank.com.
About Farmers Deposit Bancorp, Inc.
Farmers Deposit Bancorp, Inc., headquartered in Cynthiana,
Kentucky, is the parent company of Farmers Deposit Bank, which
was founded as a full service bank in 1866. Farmers Deposit
operates 3 branches around the Lexington, Kentucky market. As
of March 31, 2018, Farmers Deposit had $122 million in total
assets, $98 million in deposits, and $60 million in gross loans.
For additional formation on Farmers Deposit Bankshares, Inc. and
Farmers Deposit Bank, please visit
www.farmersdepositbankky.com.
Important Information for Investors and Poage
Shareholders:
This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities of City or a
solicitation of any vote or approval. City will file a registration
statement on Form S-4 and other documents regarding the proposed
transaction referenced in this press release related to the Poage
transaction with the Securities and Exchange Commission (“SEC”) to
register the shares of City’s common stock to be issued to the
shareholders of Poage. The registration statement will include a
proxy statement/prospectus, which will be sent to the shareholders
of Poage in advance of its special meeting of shareholders to be
held to consider the proposed Poage merger. Before making any
voting or investment decision 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
Poage transaction because they contain important information about
City, Poage and the proposed transaction. Shareholders are also
urged to carefully review and consider each of City’s and Poage’s
public filings with the SEC, including, but not limited to, their
Annual Reports or Form 10-K, their Quarterly Reports or Form 10-Q,
their Current Reports or Form 8-K and their proxy statements.
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, from City at www.bankatcity.com under the tab “Investors”
or by directing a request to City Holding Company, 25 Gatewater
Road P.O. Box 7520, Charleston, West Virginia 25356, Attn.:
Investor Relations, or from Poage at www.townsquarebank.com under
the tab “Investor Relations” or by directing a request to Poage
Bankshares, Inc., 1500 Carter Avenue, Ashland, Kentucky 41101,
Attn.: Investor Relations.
Poage and certain of its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
shareholders of Poage in connection with the proposed Poage merger.
Information about the directors and executive officers of Poage is
set forth in the definitive proxy statement for Poage’s 2018 annual
meeting of shareholders, as filed with the SEC on a Schedule 14A on
April 13, 2018. 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 Poage merger when it
becomes available. Free copies of this document may be obtained as
described in the preceding paragraph.
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 City’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 City’s, Poage’s 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 City’s,
Poage’s or the combined company’s results.
All forward-looking statements attributable to City’s, Poage’s
or the combined company’s, or persons acting on City’s or Poage’s
behalf are expressly qualified in their entirety by the cautionary
statements set forth above. Forward-looking statements speak only
as of the date they are made and City and Poage do not undertake or
assume any obligation to update publicly any of these statements to
reflect actual results, new information or future events, changes
in assumptions, or changes in other factors affecting
forward-looking statements, except to the extent required by
applicable laws. If City or Poage update one or more
forward-looking statements, no inference should be drawn that City
or Poage will make additional updates with respect to those or
other forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20180711005872/en/
City Holding CompanyCharles R. Hageboeck, 304-769-1102Chief
Executive Officer and President
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