SANDUSKY, Ohio and PITTSBURGH, Sept. 30,
2022 /PRNewswire/ -- Sandusky, Ohio-based Civista Bancshares, Inc.
("Civista") (NASDAQ: CIVB) announced today the signing of a
definitive stock purchase agreement pursuant to which Civista will
acquire all of the issued and outstanding shares of Pittsburgh-based Vision Financial Group, Inc.
("VFG"), a leading privately held, independent, full-service
general equipment leasing & financing company. Founded in
1991 by Fred Summers, VFG provides
lending solutions to both small- and medium-sized businesses and
large corporate customers across the United States. VFG plays
a meaningful role in the success and growth of its customers'
businesses by serving as a knowledgeable and reliable financing
source for revenue-producing equipment. Based on financial
data as of June 30, 2022, VFG had
total loan and lease assets of approximately $89 million, and is expected to generate loan and
lease originations exceeding $120
million during 2022.
Upon completion of the transaction, VFG will become a subsidiary
of Civista Bank, with current VFG leadership and all employees
continuing in their positions, led by CEO Bill Summers. As a subsidiary of Civista
Bank, VFG will continue to operate under the Vision Financial
Group, Inc. name taking advantage of the company's existing brand
awareness within the equipment finance industry. This
acquisition builds on Civista's proven track record of partnering
and acquiring like-minded businesses and financial institutions in
order to leverage excess capital and deliver strong financial
results to its shareholders. This partnership will also allow
Civista to expand its product offerings and provide complementary
services to its existing commercial lending customers.
"We are very excited to welcome VFG's customers, employees, and
business partners to the Civista family," said Dennis G. Shaffer, CEO and President of Civista.
"We have gotten to know the VFG team very well and admire the
unique business that they have built over the past 30+ years.
VFG's very strong market position in the equipment finance
industry built upon their deep knowledge of specific strategically
targeted industry sectors will provide Civista with many additional
opportunities for growth. We look forward to collaborating
with VFG's leadership team to enhance their lending platform and
accelerate each other's growth."
"We are really excited to be joining with Civista, which has a
terrific track record and a similar corporate culture to what we
have built," stated Bill Summers,
CEO of VFG. "Vision Financial Group has been helping
customers since our founding in 1991 through various interest rate
and economic cycles. Our dedicated team believes that we can
achieve significant growth and profitability as part of Civista
Bank. With the additional resources and lower incremental
funding costs provided by the bank, we will be poised to increase
our activity with existing customers and build relationships with
new customers, including some of the existing customers of
Civista. Our team is very excited to build an even better
Vision Financial Group as part of Civista Bank going forward."
Subject to the terms of the purchase agreement, which has been unanimously approved
by the Boards of Directors of Civista and the
shareholder of VFG, Civista has agreed to acquire all of the issued
and outstanding shares of VFG in exchange for consideration in the
form of cash and shares of Civista common stock. Pursuant to the
purchase agreement, an additional amount to be paid in shares of
Civista common stock is subject to certain "earn-out" payments
annually for two years following the closing of the acquisition.
The transaction is expected to close on October 3, 2022, subject to the
fulfillment of other customary closing conditions.
In preparation for the acquisition, extensive due diligence was
performed over a multi-week period. Under the proposed terms,
the acquisition of VFG is expected to be approximately 6.4%
accretive to Civista's earnings per share in the first-year
post-integration (2023), approximately 15.1% accretive the
following year (2024), and greater than 19.0% accretive on a
run-rate basis thereafter, excluding any upside potential from
identified revenue and operating synergies. In addition, any
tangible book value dilution created in the transaction is expected
to be earned back in less than 4 years after closing using the
cross-over method. Post-closing, Civista's capital ratios are
expected to continue to exceed "well-capitalized" regulatory
standards.
Janney Montgomery Scott, LLC is
acting as financial advisor to Civista and Vorys, Sater, Seymour
and Pease LLP is acting as its legal advisor in the transaction.
Keefe, Bruyette & Woods, Inc. is acting as financial
advisor to VFG and Moore & Van Allen PLLC is acting as its
legal advisor.
About Civista Bancshares, Inc.
Civista Bancshares, Inc. is a $3.5
billion financial holding company headquartered in
Sandusky, Ohio. Civista's
banking subsidiary, Civista Bank, operates 43 locations in
Northern, Northwestern, Central and Southwestern Ohio, Southeastern Indiana and Northern Kentucky. Civista's website may
be accessed at www.civb.com. Civista's common shares are
traded on the NASDAQ Capital Market under the symbol "CIVB".
About Vision Financial Group,
Inc.
Vision Financial Group, Inc. is a privately held, independent,
full-service general equipment leasing & financing company.
The firm was founded in 1991 in Pittsburgh, PA. and since then has been
empowering its business partners to achieve their commercial
objectives by creating affordable and flexible equipment leasing
and financing solutions for the acquisition of most types of
equipment and software that organizations need to function and
grow. VFG primarily serves commercial organizations from "mom
& pop" size businesses up to large publicly traded companies.
VFG is a complete one-stop shop for most of its customers
equipment lease financing needs. VFG conducts business in all
50 U.S. states and select U.S. territories and international
markets.
Forward-Looking Statements
This press release contains "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, but are not limited to:
Civista's management plans relating to the proposed transaction;
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 or projections
regarding the expected benefits of the transaction, including
accretion to earnings that may be realized from the transaction;
and any statements of assumptions underlying any of the
foregoing. Forward-looking statements are typically
identified by words such as "may", "believe," "expect,"
"anticipate," "intend," "seek", "plan", "will", "would", "target"
"outlook," "estimate," "forecast," "project" and other similar
words and expressions or negatives of these words. Because
forward-looking statements are by their nature 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" of Part 1
of Civista's Annual Report on Form 10-K for the fiscal year ended
December 31, 2021, and any additional
risk identified in Civista's Quarterly Reports on Form 10-Q and
other reports filed by Civista with the SEC. Undue reliance
should not be placed on any of our forward-looking statements,
which speak only as of the date hereof. Civista does not
undertake, and specifically disclaims any obligation, to update any
forward-looking statement to reflect the events or circumstances
after the date on which the forward-looking statement is made, or
reflect the occurrence of unanticipated events, except to the
extent required by law.
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SOURCE Civista Bancshares, Inc.