LCNB To Buy BNB Bancorp

(RTTNews) - LCNB Corp. (LCNB), the holding company for LCNB National Bank, and BNB Bancorp Inc. (BNBK.PK), the holding company for Brookville National Bank of Brookville, Ohio, on Monday signed a definitive stock purchase agreement whereby LCNB will acquire BNB Bancorp in a stock and cash transaction. Brookville National Bank operates one full-service branch in Brookville, Ohio and has approximately $109 million in assets and $98 million of deposits.

Under the terms of the Agreement and Plan of Merger, which has been unanimously approved by the board of directors of both companies, LCNB will exchange a combination of its common stock and cash for BNBK common stock. BNBK shareholders will receive 2.005 shares of LCNB common stock and cash in the amount of $15.75 per share for each share of BNBK common stock for a total value of $45.00 per share or approximately $12.6 million in aggregate. The exchange ratio is based on the average closing price of LCNB common stock of $14.59 over the 20 day period ending on December 26, 2014.

The merger is expected to qualify as a tax-free reorganization. The transaction values BNB Bancorp Inc. at a price to tangible book value per share of 1.19x.

When the transaction is completed, LCNB will have approximately $1.2 billion in assets, $1.1 billion in deposits and 37 branch offices in southwestern and south central Ohio.

Subject to customary regulatory approvals and BNBK shareholder approval, the transaction is anticipated to close in the second quarter of 2015. At that time, Brookville National Bank offices will become branches of LCNB National Bank. LCNB expects to realize 35% cost savings on BNBK's non-interest expenses.

Excluding one-time acquisition expenses of $0.6 million after tax, the transaction is expected to be approximately 1% accretive to LCNB's earnings in 2015 and 3% accretive in 2016 and beyond as well as accretive to tangible book value per share at close. On a pro-forma basis, LCNB is expected to remain "well-capitalized" under all regulatory definitions.