|By PR Newswire||
|April 4, 2014 04:05 PM EDT||
MARIETTA, Ohio, April 4, 2014 /PRNewswire/ -- Peoples Bancorp Inc. ("Company") (NASDAQ: PEBO), parent company of Peoples Bank, National Association (collectively with the Company, "Peoples"), and Ohio Heritage Bancorp, Inc. ("Ohio Heritage Bancorp") (OTCQB: OHHB), the parent company of Coshocton, Ohio-based Ohio Heritage Bank, jointly announced today the signing of a definitive merger agreement. Under the agreement, Peoples will acquire Ohio Heritage Bancorp in a cash and stock transaction in which Ohio Heritage Bank will merge with and into Peoples.
Founded in 1995, Ohio Heritage Bank operates six full-service banking locations in Ohio: two in Coshocton and one each in Newark, Mount Vernon, Heath, and New Philadelphia. As of March 31, 2014, Ohio Heritage Bank had approximately $252 million in total assets, which included approximately $182 million in loans, and approximately $183 million in total deposits.
"We are pleased to be expanding our presence in Ohio and entering desirable new markets near major transportation routes," said Chuck Sulerzyski, President and CEO of Peoples. "I have known Dick Baker for over a quarter century. I am honored to acquire an institution that he started and grew into the largest in Coshocton County. He and his team are quality bankers and we look forward to combining our talents which will be a benefit to the clients and communities currently being served by Ohio Heritage."
Sulerzyski continued, "Peoples is large enough to provide the same products and services as the region's large banks, but with a much higher degree of personalized service. For over 112 years, we have been a leader in community banking by providing a broad choice of financial products and services, state of the art technology, and local decision-making with familiar faces for our customers."
Dick Baker, Chairman of Ohio Heritage Bancorp, added by saying, "We believe combining our company with Peoples will be very beneficial for our customers and community. Customers will gain access to many new products and services, including insurance, trust, and investments, plus a full suite of contemporary electronic services. At the same time, our legal lending limit will be much larger, which will help us to make larger investments in the local communities."
Under the terms of the agreement, shareholders of Ohio Heritage Bancorp will receive merger consideration equal to $110.00 for each share of Ohio Heritage Bancorp common stock, consisting of $93.50 in the Company's common stock and $16.50 in cash. The exchange ratio for the stock component will be determined based on the Company's volume weighted average closing stock price during the 20 consecutive trading days immediately preceding the closing of the transaction. This transaction is valued at approximately $37.6 million.
Peoples expects this transaction to be completed in the third quarter of 2014, subject to the satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of Ohio Heritage Bancorp. At that time, Ohio Heritage Bank's offices will become branches of Peoples.
Based on this timing, Peoples expects the transaction to be neutral-to-slightly accretive to 2014 diluted earnings per common share. Starting in 2015, the earnings accretion is projected to range from $0.10 to $0.12 per diluted common share annually. Applying pro forma merger adjustments to the Company's December 31, 2013 reported balance sheet amounts, dilution to tangible book value per common share is estimated to be approximately 2%, inclusive of all restructuring charges, with an earnback period of approximately two years.
"Overall, this acquisition is a great strategic fit for our company and long-term growth plans. We believe it also is a low-risk opportunity that helps us achieve some of our strategic goals, such as improving our earning asset mix," summarized Sulerzyski.
Dinsmore & Shohl LLP served as the Company's legal counsel. Ohio Heritage Bancorp was advised by Morgan Law.co, Kegler Brown Hill & Ritter and GBQ Consulting LLC.
The Company also announced it intends to release results for the first quarter before the market opens on April 22, 2014, and conduct a facilitated conference call at 11:00 a.m. Eastern Daylight Saving Time on the same day. The conference call will consist of commentary from the Company's management regarding results for the quarter, as well as the Company's strategic outlook, including additional information regarding the Ohio Heritage Bancorp acquisition. The dial-in number for this call will be (800) 860-2442. A simultaneous webcast of the conference call audio (listen-only mode) and archived replay will be accessible online via the "Investor Relations" section of Peoples' website. The audio replay will be available online for one year.
Important Information for Investors and Shareholders
This news release does not constitute an offer to sell or the solicitation of an offer to buy securities of the Company. The Company will file a registration statement on Form S-4 and other documents regarding the proposed transaction referenced in this news release with the Securities and Exchange Commission ("SEC") to register the shares of the Company's common stock to be issued to the shareholders of Ohio Heritage Bancorp. The registration statement will include a proxy statement/prospectus, which will be sent to the shareholders of Ohio Heritage Bancorp in advance of a special meeting of shareholders that will be held to consider the proposed merger. OHIO HERITAGE BANCORP 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 transaction because they contain important information about the Company, OHIO HERITAGE BANCORP and the proposed transaction. 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, by directing a request to Peoples Bancorp Inc., 138 Putnam Street, P.O. Box 738, Marietta, Ohio 45750, Attn.: Investor Relations.
About Peoples Bancorp Inc.:
Peoples Bancorp Inc. is a diversified financial services holding company with $2.1 billion in total assets, 49 sales offices and 47 ATMs in Ohio, West Virginia and Kentucky. Peoples makes available a complete line of banking, investment, insurance and trust solutions through its subsidiaries - Peoples Bank and Peoples Insurance Agency, LLC. Peoples' common shares are traded on the NASDAQ Global Select Market® under the symbol "PEBO", and Peoples is a member of the Russell 3000 index of US publicly-traded companies. Learn more about Peoples at www.peoplesbancorp.com.
About Ohio Heritage Bancorp:
Founded in 1995, The Coshocton Ohio based Ohio Heritage Bancorp is the parent company of Ohio Heritage Bank. Ohio Heritage Bank currently serves consumers, businesses, and local governments in 4 counties with full service banking centers operating in Coshocton, Newark, Heath, Mt. Vernon, and New Philadelphia.
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 the Company's filings with the. As a result, actual results may differ materially from the forward-looking statements in this news release.
Peoples encourages readers of this news release to understand forward-looking statements to be strategic objectives rather than absolute targets of future performance. The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect the occurrence of unanticipated events, except as required by applicable legal requirements. Copies of documents filed with the SEC are available free of charge at the SEC's website at http://www.sec.gov and/or from Peoples' website.
SOURCE Peoples Bancorp Inc.
Both SaaS vendors and SaaS buyers are going “all-in” to hyperscale IaaS platforms such as AWS, which is disrupting the SaaS value proposition. Why should the enterprise SaaS consumer pay for the SaaS service if their data is resident in adjacent AWS S3 buckets? If both SaaS sellers and buyers are using the same cloud tools, automation and pay-per-transaction model offered by IaaS platforms, then why not host the “shrink-wrapped” software in the customers’ cloud? Further, serverless computing, cl...
Feb. 24, 2017 06:00 AM EST Reads: 1,924
Data is the fuel that drives the machine learning algorithmic engines and ultimately provides the business value. In his session at 20th Cloud Expo, Ed Featherston, director/senior enterprise architect at Collaborative Consulting, will discuss the key considerations around quality, volume, timeliness, and pedigree that must be dealt with in order to properly fuel that engine.
Feb. 24, 2017 04:00 AM EST Reads: 3,788
SYS-CON Events announced today that DatacenterDynamics has been named “Media Sponsor” of SYS-CON's 18th International Cloud Expo, which will take place on June 7–9, 2016, at the Javits Center in New York City, NY. DatacenterDynamics is a brand of DCD Group, a global B2B media and publishing company that develops products to help senior professionals in the world's most ICT dependent organizations make risk-based infrastructure and capacity decisions.
Feb. 24, 2017 03:00 AM EST Reads: 1,816
"Matrix is an ambitious open standard and implementation that's set up to break down the fragmentation problems that exist in IP messaging and VoIP communication," explained John Woolf, Technical Evangelist at Matrix, in this SYS-CON.tv interview at @ThingsExpo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
Feb. 24, 2017 02:15 AM EST Reads: 13,198
Growth hacking is common for startups to make unheard-of progress in building their business. Career Hacks can help Geek Girls and those who support them (yes, that's you too, Dad!) to excel in this typically male-dominated world. Get ready to learn the facts: Is there a bias against women in the tech / developer communities? Why are women 50% of the workforce, but hold only 24% of the STEM or IT positions? Some beginnings of what to do about it! In her Day 2 Keynote at 17th Cloud Expo, Sandy Ca...
Feb. 24, 2017 01:45 AM EST Reads: 9,538
As software becomes more and more complex, we, as software developers, have been splitting up our code into smaller and smaller components. This is also true for the environment in which we run our code: going from bare metal, to VMs to the modern-day Cloud Native world of containers, schedulers and micro services. While we have figured out how to run containerized applications in the cloud using schedulers, we've yet to come up with a good solution to bridge the gap between getting your contain...
Feb. 24, 2017 01:45 AM EST Reads: 3,773
"We host and fully manage cloud data services, whether we store, the data, move the data, or run analytics on the data," stated Kamal Shannak, Senior Development Manager, Cloud Data Services, IBM, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Feb. 24, 2017 01:30 AM EST Reads: 5,731
Information technology (IT) advances are transforming the way we innovate in business, thereby disrupting the old guard and their predictable status-quo. It’s creating global market turbulence. Industries are converging, and new opportunities and threats are emerging, like never before. So, how are savvy chief information officers (CIOs) leading this transition? Back in 2015, the IBM Institute for Business Value conducted a market study that included the findings from over 1,800 CIO interviews ...
Feb. 24, 2017 01:15 AM EST Reads: 1,897
All organizations that did not originate this moment have a pre-existing culture as well as legacy technology and processes that can be more or less amenable to DevOps implementation. That organizational culture is influenced by the personalities and management styles of Executive Management, the wider culture in which the organization is situated, and the personalities of key team members at all levels of the organization. This culture and entrenched interests usually throw a wrench in the work...
Feb. 24, 2017 01:00 AM EST Reads: 2,534
IoT is at the core or many Digital Transformation initiatives with the goal of re-inventing a company's business model. We all agree that collecting relevant IoT data will result in massive amounts of data needing to be stored. However, with the rapid development of IoT devices and ongoing business model transformation, we are not able to predict the volume and growth of IoT data. And with the lack of IoT history, traditional methods of IT and infrastructure planning based on the past do not app...
Feb. 24, 2017 01:00 AM EST Reads: 1,895
Niagara Networks exhibited at the 19th International Cloud Expo, which took place at the Santa Clara Convention Center in Santa Clara, CA, in November 2016. Niagara Networks offers the highest port-density systems, and the most complete Next-Generation Network Visibility systems including Network Packet Brokers, Bypass Switches, and Network TAPs.
Feb. 24, 2017 12:45 AM EST Reads: 970
WebRTC services have already permeated corporate communications in the form of videoconferencing solutions. However, WebRTC has the potential of going beyond and catalyzing a new class of services providing more than calls with capabilities such as mass-scale real-time media broadcasting, enriched and augmented video, person-to-machine and machine-to-machine communications. In his session at @ThingsExpo, Luis Lopez, CEO of Kurento, introduced the technologies required for implementing these idea...
Feb. 23, 2017 11:30 PM EST Reads: 6,299
Why do your mobile transformations need to happen today? Mobile is the strategy that enterprise transformation centers on to drive customer engagement. In his general session at @ThingsExpo, Roger Woods, Director, Mobile Product & Strategy – Adobe Marketing Cloud, covered key IoT and mobile trends that are forcing mobile transformation, key components of a solid mobile strategy and explored how brands are effectively driving mobile change throughout the enterprise.
Feb. 23, 2017 11:00 PM EST Reads: 7,020
Apache Hadoop is emerging as a distributed platform for handling large and fast incoming streams of data. Predictive maintenance, supply chain optimization, and Internet-of-Things analysis are examples where Hadoop provides the scalable storage, processing, and analytics platform to gain meaningful insights from granular data that is typically only valuable from a large-scale, aggregate view. One architecture useful for capturing and analyzing streaming data is the Lambda Architecture, represent...
Feb. 23, 2017 10:00 PM EST Reads: 4,609
SYS-CON Events announced today that delaPlex will exhibit at SYS-CON's @CloudExpo, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. delaPlex pioneered Software Development as a Service (SDaaS), which provides scalable resources to build, test, and deploy software. It’s a fast and more reliable way to develop a new product or expand your in-house team.
Feb. 23, 2017 09:15 PM EST Reads: 1,529