SANDUSKY, Ohio and LAWRENCEBURG, Ind., July 24, 2018 /PRNewswire/ -- Civista Bancshares,
Inc. ("Civista") (NASDAQ: CIVB) and United Community Bancorp
("United Community") (NASDAQ: UCBA) today announced that the
shareholders of each company approved the proposed merger of United
Community into Civista. Civista shareholders also approved an
amendment to its Articles of Incorporation to increase the number
of its authorized common shares from 20 million shares to 40
million shares.
"I am extremely happy that Civista shareholders recognized the
benefit of extending Civista's financial services to United
Community's customers and communities," said Dennis G. Shaffer, President and CEO of Civista.
"In addition, the increase in authorized shares will allow us
to continue to pursue our plans to grow Civista."
"We appreciate the support of our shareholders for a transaction
that we believe offers a win-win situation for Civista and United
Community and the constituents we serve," said E.G. McLaughlin,
President and CEO of United Community. "We look forward to
working with Civista to complete the merger of our two
community-focused organizations. Working together, we will
ensure that our customers continue to receive the same outstanding
service they have come to expect, while also benefiting from a
larger selection of products and services."
Civista also announced that it has received the required
regulatory approvals from the Ohio Division of Financial
Institutions and the Federal Reserve Bank of Cleveland to complete the merger of the
banking subsidiaries of Civista and United Community. The
merger of United Community into Civista and the merger of United
Community Bank into Civista Bank are currently expected to close on
September 14, 2018, subject to the
satisfaction of other customary closing conditions. At that
time, all banking offices of United Community Bank will become
offices of Civista Bank.
About Civista Bancshares, Inc.
Civista Bancshares, Inc. is a $1.6
billion financial holding company headquartered in
Sandusky, Ohio. Civista's banking
subsidiary, Civista Bank, operates 29 locations in Northern,
Central and Southwestern Ohio. Civista Bancshares, Inc. may
be accessed at www.civb.com. Civista's common shares are
traded on the NASDAQ Capital Market under the symbol "CIVB".
The Company's depositary shares, each representing a 1/40th
ownership interest in a Series B Preferred Share, are traded on the
NASDAQ Capital Market under the symbol "CIVBP".
About United Community Bancorp
United Community Bancorp is a $551.5
million savings and loan holding company and is the parent
company of United Community Bank, headquartered in Lawrenceburg, Indiana. The Bank
currently operates eight offices in Dearborn and Ripley Counties, Indiana. United
Community common shares trade on the NASDAQ Global Select Market
under the symbol "UCBA".
FORWARD-LOOKING STATEMENTS
This press release contain "forward-looking statements" within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. These
forward-looking statements may include: management plans relating
to the proposed merger transaction with United Community Bancorp
("United Community"); the expected timing of the completion of the
proposed transaction; the ability to complete the proposed
transaction; the ability to obtain any required regulatory,
shareholder or other approvals; any statements of the plans and
objectives of management for future operations, products or
services, any statements of expectation or belief; projections
related to certain financial metrics; and any statements of
assumptions underlying any of the foregoing. Forward-looking
statements are typically identified by words such as "believe,"
"expect," "anticipate," "intend," "seek", "plan", "will", "would",
"target" "outlook," "estimate," "forecast," "project" and other
similar words and expressions or negatives of these words.
Forward-looking statements are subject to numerous assumptions,
risks and uncertainties, which change over time and are beyond our
control. Forward-looking statements speak only as of the date
they are made. Civista Bancshares, Inc. ("Civista") does not
assume any duty and does not undertake to update any
forward-looking statements. Because forward-looking
statements are by their nature, to different degrees, uncertain and
subject to assumptions, actual results or future events could
differ, possibly materially, from those that Civista anticipated in
its forward-looking statements, and future results could differ
materially from historical performance. Factors that could
cause or contribute to such differences include, but are not
limited to, those included under Item 1A "Risk Factors" in
Civista's Annual Report on Form 10-K for the year ended
December 31, 2017, those
disclosed in Civista's other periodic reports filed with the
Securities and Exchange Commission (the "SEC") and:
- the proposed transaction may not be timely completed, if at
all;
- prior to the completion of the proposed transaction or
thereafter, Civista's and United Community's respective businesses
may not perform as expected due to transaction-related uncertainty
or other factors;
- reputational risks and the reaction of the companies'
shareholders, customers, employees and other constituents to the
proposed transaction; and
- diversion of management time on merger-related matters.
These risks, as well as other risks associated with the proposed
transaction, are more fully discussed in the joint proxy
statement/prospectus for Civista's July 24,
2018 Special Meeting of Shareholders, as filed by Civista
with the SEC pursuant to Rule 424(b)(3) on June 8, 2018 and the joint proxy
statement/prospectus for United Community's July 24, 2018 Special Meeting of Shareholders, as
filed by United Community with the SEC on Schedule 14A on
June 8, 2018.
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SOURCE Civista Bancshares, Inc.; United Community Bancorp