|By PR Newswire||
|April 21, 2014 05:00 PM EDT||
MARIETTA, Ohio and AKRON, Ohio, April 21, 2014 /PRNewswire/ -- Peoples Bancorp Inc. (the "Company") (NASDAQ: PEBO), parent company of Peoples Bank, National Association ("Peoples Bank" and collectively with the Company, "Peoples"), and Akron, Ohio-based North Akron Savings Bank, jointly announced today the signing of a definitive merger agreement. Under the agreement, North Akron Savings Bank will merge with and into Peoples Bank in a cash and stock transaction valued at $20.1 million, or $7,655 per share.
Originally established in 1921 as North Hill Savings & Loan Company, North Akron Savings Bank currently operates four full-service banking locations in Summit County, Ohio: one each in Akron, Cuyahoga Falls, Munroe Falls, and Norton. As of March 31, 2014, North Akron Savings Bank had approximately $147 million in total assets, which included approximately $118 million in loans, and approximately $109 million in total deposits.
"We are excited with this opportunity to expand our presence in northeastern Ohio and leverage our existing relationships in the region," said Chuck Sulerzyski, President and CEO of Peoples. "North Akron Savings Bank is a high quality institution that shares our community bank philosophy, which emphasizes local decision-making with familiar faces for our customers. We look forward to offering current North Akron Savings Bank customers many of the same products and services being offered by the region's large banks while building upon the personal relationships Steve Hailer and his team have developed over the years."
Steve Hailer, President and CEO of North Akron Savings Bank, added by saying, "We believe this partnership will be very beneficial for our customers and community. Peoples has a long-standing history of being a leader in community banking. Current customers will continue to receive the same degree of personalized service they are accustomed to receiving, while gaining access to a broader choice of financial products and services comparable to those offered by the large banks operating in the region, including insurance, trust, investments, and state of the art electronic services. Our combined company also will have greater capacity to make meaningful investments in the local communities currently being served by North Akron Savings Bank." Mr. Hailer is expected to take a leadership role in developing business for Peoples in the Akron-Canton area after the merger.
Under the terms of the agreement, the shareholders of North Akron Savings Bank may elect to receive the merger consideration in cash, the Company's common stock, or a combination of both, provided the overall allocation of the merger consideration must be 80% common stock and 20% cash. The exchange ratio for the stock component will be determined based on the Company's average closing stock price during the 20 consecutive trading days immediately preceding the closing of the transaction.
Peoples expects this transaction to be completed in the fourth quarter of 2014, subject to the satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of North Akron Savings Bank. At that time, all of North Akron Savings Bank's offices will become branches of Peoples.
Based on this timing, Peoples expects the incremental 2014 earnings to be more than offset by one-time acquisition costs. Starting in 2015, Peoples expects the earnings accretion to be at least $0.06 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 three years.
"Overall, we believe this acquisition helps to build a good network from Marietta to Cleveland along the Interstate 77 corridor with relatively low risk. We believe meaningful growth opportunities exist in the Akron-Canton region from building upon relationships that our senior management team and the North Akron Savings Bank team have in the region. This transaction also allows us to make further progress with improving our earning asset mix and creating more diversity within the loan portfolio," summarized Sulerzyski.
Dinsmore & Shohl LLP is serving as the Company's legal advisor. North Akron Savings Bank is being advised by Boenning & Scattergood and Brouse McDowell.
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 business combination 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 North Akron Savings Bank. The registration statement will include a proxy statement/prospectus which will be sent to the shareholders of North Akron Savings Bank in advance of a special meeting of shareholders that will be held to consider the proposed merger. NORTH AKRON SAVINGS BANK 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, NORTH AKRON SAVINGS BANK 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. The Company makes available a complete line of banking, investment, insurance and trust solutions through its subsidiaries - Peoples Bank and Peoples Insurance Agency, LLC. The Company's common shares are traded on the NASDAQ Global Select Market® under the symbol "PEBO", and the Company is a member of the Russell 3000 index of US publicly-traded companies. Learn more about the Company at www.peoplesbancorp.com.
About North Akron Savings Bank:
North Akron Savings Bank has been serving consumers, businesses and local governments in Summit County, Ohio since 1921. It currently operates full service banking centers Akron, Cuyahoga Falls, Munroe Falls, and Norton.
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 Securities and Exchange Commission. 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.
In his General Session at DevOps Summit, Asaf Yigal, Co-Founder & VP of Product at Logz.io, explored the value of Kibana 4 for log analysis and provided a hands-on tutorial on how to set up Kibana 4 and get the most out of Apache log files. He examined three use cases: IT operations, business intelligence, and security and compliance. Asaf Yigal is co-founder and VP of Product at log analytics software company Logz.io. In the past, he was co-founder of social-trading platform Currensee, which...
Nov. 25, 2015 06:45 PM EST Reads: 124
Container technology is shaping the future of DevOps and it’s also changing the way organizations think about application development. With the rise of mobile applications in the enterprise, businesses are abandoning year-long development cycles and embracing technologies that enable rapid development and continuous deployment of apps. In his session at DevOps Summit, Kurt Collins, Developer Evangelist at Built.io, examined how Docker has evolved into a highly effective tool for application del...
Nov. 25, 2015 05:00 PM EST Reads: 299
Discussions of cloud computing have evolved in recent years from a focus on specific types of cloud, to a world of hybrid cloud, and to a world dominated by the APIs that make today's multi-cloud environments and hybrid clouds possible. In this Power Panel at 17th Cloud Expo, moderated by Conference Chair Roger Strukhoff, panelists addressed the importance of customers being able to use the specific technologies they need, through environments and ecosystems that expose their APIs to make true ...
Nov. 25, 2015 04:15 PM EST Reads: 473
In recent years, at least 40% of companies using cloud applications have experienced data loss. One of the best prevention against cloud data loss is backing up your cloud data. In his General Session at 17th Cloud Expo, Sam McIntyre, Partner Enablement Specialist at eFolder, presented how organizations can use eFolder Cloudfinder to automate backups of cloud application data. He also demonstrated how easy it is to search and restore cloud application data using Cloudfinder.
Nov. 25, 2015 03:45 PM EST
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo 2016 in New York and Silicon Valley. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 17th Cloud Expo and will feature technical sessions from a rock star conference faculty ...
Nov. 25, 2015 02:45 PM EST Reads: 493
Internet of @ThingsExpo, taking place June 7-9, 2016 at Javits Center, New York City and Nov 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with the 18th International @CloudExpo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world and ThingsExpo New York Call for Papers is now open.
Nov. 25, 2015 02:30 PM EST Reads: 503
The cloud. Like a comic book superhero, there seems to be no problem it can’t fix or cost it can’t slash. Yet making the transition is not always easy and production environments are still largely on premise. Taking some practical and sensible steps to reduce risk can also help provide a basis for a successful cloud transition. A plethora of surveys from the likes of IDG and Gartner show that more than 70 percent of enterprises have deployed at least one or more cloud application or workload. Y...
Nov. 25, 2015 02:15 PM EST Reads: 424
Cloud computing delivers on-demand resources that provide businesses with flexibility and cost-savings. The challenge in moving workloads to the cloud has been the cost and complexity of ensuring the initial and ongoing security and regulatory (PCI, HIPAA, FFIEC) compliance across private and public clouds. Manual security compliance is slow, prone to human error, and represents over 50% of the cost of managing cloud applications. Determining how to automate cloud security compliance is critical...
Nov. 25, 2015 02:00 PM EST Reads: 351
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, San...
Nov. 25, 2015 02:00 PM EST Reads: 509
As organizations shift towards IT-as-a-service models, the need for managing & protecting data residing across physical, virtual, and now cloud environments grows with it. CommVault can ensure protection & E-Discovery of your data - whether in a private cloud, a Service Provider delivered public cloud, or a hybrid cloud environment – across the heterogeneous enterprise.
Nov. 25, 2015 01:45 PM EST
In his keynote at @ThingsExpo, Chris Matthieu, Director of IoT Engineering at Citrix and co-founder and CTO of Octoblu, focused on building an IoT platform and company. He provided a behind-the-scenes look at Octoblu’s platform, business, and pivots along the way (including the Citrix acquisition of Octoblu).
Nov. 25, 2015 01:30 PM EST Reads: 464
Today air travel is a minefield of delays, hassles and customer disappointment. Airlines struggle to revitalize the experience. GE and M2Mi will demonstrate practical examples of how IoT solutions are helping airlines bring back personalization, reduce trip time and improve reliability. In their session at @ThingsExpo, Shyam Varan Nath, Principal Architect with GE, and Dr. Sarah Cooper, M2Mi’s VP Business Development and Engineering, explored the IoT cloud-based platform technologies driving t...
Nov. 25, 2015 12:00 PM EST Reads: 362
There are over 120 breakout sessions in all, with Keynotes, General Sessions, and Power Panels adding to three days of incredibly rich presentations and content. Join @ThingsExpo conference chair Roger Strukhoff (@IoT2040), June 7-9, 2016 in New York City, for three days of intense 'Internet of Things' discussion and focus, including Big Data's indespensable role in IoT, Smart Grids and Industrial Internet of Things, Wearables and Consumer IoT, as well as (new) IoT's use in Vertical Markets.
Nov. 25, 2015 12:00 PM EST Reads: 516
The Internet of Things (IoT) is growing rapidly by extending current technologies, products and networks. By 2020, Cisco estimates there will be 50 billion connected devices. Gartner has forecast revenues of over $300 billion, just to IoT suppliers. Now is the time to figure out how you’ll make money – not just create innovative products. With hundreds of new products and companies jumping into the IoT fray every month, there’s no shortage of innovation. Despite this, McKinsey/VisionMobile data...
Nov. 25, 2015 10:00 AM EST Reads: 428
We all know that data growth is exploding and storage budgets are shrinking. Instead of showing you charts on about how much data there is, in his General Session at 17th Cloud Expo, Scott Cleland, Senior Director of Product Marketing at HGST, showed how to capture all of your data in one place. After you have your data under control, you can then analyze it in one place, saving time and resources.
Nov. 25, 2015 09:45 AM EST Reads: 115