GREENSBURG, Ind. and
CINCINNATI, Nov. 24, 2015 /PRNewswire/ -- MainSource
Financial Group, Inc. (NASDAQ:MSFG) ("MainSource" or the
"Company") announced today that it has entered into a definitive
merger agreement to acquire all of the common stock of Cheviot
Financial Corp. (NASDAQ:CHEV) ("Cheviot") in a cash and stock transaction
valued at approximately $107.4 million.
Cheviot, headquartered
in Cincinnati, is the holding company for Cheviot Savings
Bank, which operates 12 branches in greater Cincinnati,
Ohio. As of September 30,
2015, Cheviot had
approximately $576.6 million in assets, $365.1
million in loans, $459.9 million in deposits
and $96.9 million of total equity. It is anticipated that
immediately after the merger, Cheviot Savings Bank will merge with
and into MainSource Bank, an Indiana chartered
commercial bank and wholly-owned subsidiary of MainSource,
with MainSource Bank as the surviving bank.
"We are very pleased to announce this merger," commented
Archie M. Brown, Jr., President and
Chief Executive Officer of MainSource. "It will significantly
expand our market presence in greater Cincinnati, an area
where we have already been focusing, and presents an opportunity to
prudently continue our growth as an organization. As a result
of the merger, MainSource will increase its market share position
in the Cincinnati MSA from 18th to 10th. MainSource, like
Cheviot, is deeply committed to
the communities it serves. We look forward to extending our
philosophy of community banking to Cheviot customers."
"As a larger community bank looking to increase its presence in
our market, MainSource was the ideal choice as Cheviot's partner," commented Mark T.
Reitzes, President and Chief Executive Officer of Cheviot. "We believe that our employees,
customers, shareholders and community will benefit greatly from
this partnership. MainSource has a larger lending capacity
and a much broader array of banking products and services, and they
have the same commitment to delivering excellent customer
service."
Under the terms of the agreement, which was unanimously approved
by the boards of both companies, stockholders of Cheviot may elect to receive either 0.6916
shares of MainSource common stock (the "Exchange Ratio")
or $15.00 in cash for each share of Cheviot common stock owned, subject to
proration provisions specified in the merger agreement that provide
for a targeted aggregate split of 50% of Cheviot shares being exchanged for common
stock and 50% for cash. Based upon the November 20,
2015 closing price of $23.56 per share of MainSource
common stock, the transaction is valued at
approximately $107.4 million.
MainSource expects the transaction to be accretive to 2017
diluted earnings per share by approximately $0.12. It is
projected to be approximately 3.8% dilutive to tangible book value
per share at closing, inclusive of $7.5 million in
pre-tax restructuring charges, with an earnback period of
approximately 4.2 years.
The merger is expected to be completed in the second or third
quarters of 2016, subject to the satisfaction of customary closing
conditions, including regulatory approvals and the approval of the
stockholders of Cheviot.
Boenning & Scattergood, Inc. is serving as financial
advisor to MainSource. MainSource's legal advisor is Krieg
DeVault LLP.
Keefe, Bruyette and Woods, Inc. is serving as financial
advisor to Cheviot. Luse Gorman, PC is legal advisor to
Cheviot.
About MainSource Financial Group
MainSource Financial Group is listed on the NASDAQ
National Market under the symbol: "MSFG" and is a
community-focused, financial holding company with assets of
approximately $3.3 billion. MainSource operates 85 branches
throughout Indiana, Illinois,
Kentucky and Ohio through its banking
subsidiary, MainSource Bank, headquartered in Greensburg,
Indiana. Through its non-banking
subsidiary, MainSource Title LLC, the Company provides various
related financial services.
About Cheviot Financial Corp.
Cheviot Financial Corp is the holding company of Cheviot
Savings Bank. The Bank was founded in 1911 as an Ohio-chartered savings and loan association
and reorganized into a two-tier mutual holding company in 2004.
Cheviot now operates 12 full
service offices spanning across Hamilton
County. Cheviot offers
traditional personal and business banking products and services,
including checking, savings, business, and health savings accounts,
as well as debit and credit cards, online banking, remote deposit
capture and certificates of deposit.
Important Information for Investors and Shareholders
In connection with the proposed merger, MainSource will file
with the SEC a Registration Statement on Form S-4 that will include
a Proxy Statement of MainSource and a Prospectus of Cheviot (the "Proxy Statement/Prospectus"), as
well as other relevant documents concerning the proposed
transaction. This communication does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. STOCKHOLDERS ARE URGED TO
READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS
REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. A free copy of the Proxy Statement/Prospectus, as well
as other filings containing information about MainSource and
Cheviot, may be obtained at the
SEC's Internet site (http://www.sec.gov). You will also be able to
obtain these documents, free of charge, from MainSource at
www.mainsourcebank.com under the tab "Investor Relations" and from
Cheviot at www.cheviotsavings.com
under the tab "Investor Relations". Alternatively, these documents,
when available, can be obtained free of charge from MainSource upon
written request to MainSource Financial Group, Inc., Attn:
Corporate Secretary, 2105 North State Road 3 Bypass Greensburg, Indiana 47240 or by calling (812)
663-6734 or from Cheviot upon
written request to Cheviot Financial Corp., Attn: Investor
Relations, 3723 Glenmore Avenue, Cincinnati, Ohio 45211 or by calling (513)
661-0457.
MainSource and Cheviot and
certain of their directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
stockholders of Cheviot in
connection with the proposed merger. Information about the
directors and executive officers of MainSource is set forth in the
proxy statement for MainSource's 2015 annual meeting of
shareholders, as filed with the SEC on a Schedule 14A on
March 25, 2015. Information about the
directors and executive officers of Cheviot is set forth in the proxy statement
for Cheviot's 2015 annual meeting
of stockholders, as filed with the SEC on a Schedule 14A on
March 12, 2015. 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.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements include, but are not limited
to, descriptions of MainSource's and Cheviot's financial condition, results of
operations, asset and credit quality trends and profitability and
statements about the expected timing, completion, financial
benefits and other effects of the proposed merger. Forward-looking
statements can be identified by the use of the words "anticipate,"
"believe," "expect," "intend," "could" and "should," and other
words of similar meaning. These forward-looking statements express
management's current expectations or forecasts of future events
and, by their nature, are subject to risks and uncertainties and
there are a number of factors that could cause actual results to
differ materially from those in such statements. Factors that might
cause such a difference include, but are not limited to; expected
cost savings, synergies and other financial benefits from the
proposed merger might not be realized within the expected time
frames and costs or difficulties relating to integration matters
might be greater than expected; the requisite shareholder and
regulatory approvals for the proposed merger might not be obtained;
market, economic, operational, liquidity, credit and interest rate
risks associated with MainSource's and Cheviot's businesses, competition, government
legislation and policies (including the impact of the Dodd-Frank
Wall Street Reform and Consumer Protection Act and its related
regulations); ability of MainSource and Cheviot to execute their respective business
plans (including the proposed acquisition of Cheviot); changes in the economy which could
materially impact credit quality trends and the ability to generate
loans and gather deposits; failure or circumvention of either
MainSource's or Cheviot's internal
controls; failure or disruption of our information systems;
significant changes in accounting, tax or regulatory practices or
requirements; new legal obligations or liabilities or unfavorable
resolutions of litigations; other matters discussed in this Report
and other factors identified in MainSource's and Cheviot's respective Annual Reports on Form
10-K and other periodic filings with the Securities and
Exchange Commission. These forward-looking statements are made only
as of the date of this Report, and neither MainSource nor
Cheviot undertakes an obligation
to release revisions to these forward-looking statements to reflect
events or conditions after the date of this Report.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/mainsource-financial-group-to-significantly-expand-its-cincinnati-presence-with-the-acquisition-of-cheviot-financial-corp-300183669.html
SOURCE MainSource Financial Group, Inc.
