PEOPLES BANCORP INC. AND LIMESTONE BANCORP, INC. ANNOUNCE A FINAL MERGER AGREEMENT
MARIETTA, Ohioand LOUISVILLE, Ky., October 25, 2022 /PRNewswire/ — Peoples Bancorp Inc. (“People”) (NASDAQ: PEBO) and Limestone Bancorp, Inc. (“Limestone”) (NASDAQ: LMST), jointly announced today the signing of a definitive agreement and a plan of merger (the “Merger Agreement”) under which Peoples will acquire, in an all-stock merger, Limestone, a bank holding company headquartered in Louisville, Kentucky, and the parent company of Limestone Bank, Inc. (“Limestone Bank”). Pursuant to the Merger Agreement, Limestone will merge with and into Peoples (the “Merger”), and Limestone Bank will subsequently merge with and into Peoples’ wholly owned subsidiary, Peoples Bank, in a transaction valued at approximately $208.2 million.
Following the Merger, the combined company will have approximately $8.5 billion in total assets, $5.7 billion of total loans and $7.1 billion in total depots with 150 locations in Ohio, West Virginia, Kentucky, Maryland, Virginia and WashingtonCC
Limestone, through its community banking subsidiary and 226 associates, operates 20 branches in 14 Kentucky counties. From September 30, 2022Limestone had, on a consolidated basis, $1.5 billion of total assets, which included $1.1 billion in total net loans, and $1.2 billion in total deposits.
“We are excited about our partnership with Limestone and our entry into strategically important markets in Kentucky. We view Limestone’s corporate culture and philosophy to be very similar to ours and have been impressed with what John Taylor and his team were able to accomplish,” said chuck sulerzyski, President and CEO of Peoples. “Over the years, we have expanded our presence in Kentucky to 25 branches, with Limestone adding an additional 20 branches to our Kentucky footprint. We look forward to welcoming Limestone shareholders, employees and customers to the Peoples team, and are excited to offer additional locations to new and existing Peoples Bank customers. »
John TaylorChairman and CEO of Limestone, said, “People is an exceptional organization with exceptional leadership. Our shareholders, customers and employees will benefit from Peoples’ track record of profitable growth and successful acquisitions, as well as the opportunities this merger of our banks presents. We are excited about Peoples’ extensive product line, which will allow us to offer new products and services, including insurance and investment products, to our valued customers in the communities we serve. Peoples’ community banking model, culture and commitment to high quality customer service makes Peoples a great partner for Limestone. »
Under the terms of the merger agreement, which was unanimously approved by the boards of directors of both companies, Limestone shareholders will receive 0.90 shares of Peoples common stock for each share of Limestone common stock, and the merger should qualify as a tax-free reorganization for Limestone shareholders. Based on Peoples closing price of $30.28 per share at October 21, 2022the overall value of the transaction is approximately $208.2 millionWhere $27.25 per share. The transaction is expected to be immediately accretive to Peoples’ estimated earnings before one-time costs, with a tangible book value of approximately 2.8 years (including interest rate marks) and an internal rate of return greater than 20% .
The acquisition is expected to close in the second quarter of 2023, subject to the satisfaction of customary closing conditions, including regulatory approvals and approval from Peoples and Limestone shareholders.
Peoples was advised by Raymond James & Associates, Inc. and the law firm Dinsmore & Shohl LLP. Limestone was advised by Piper Sandler & Co. and the law firm wyattTarrant & Combs, LLP.
Important information for investors and shareholders
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities of Peoples. Peoples will file a registration statement on Form S-4 and other documents regarding the proposed transaction referenced in this press release with the Securities and Exchange Commission (“SEC”) to register the shares of Peoples common stock for issuance to stockholders. of Limestone. The registration statement will include a joint proxy statement/prospectus, which will be sent to shareholders of Peoples and Limestone prior to their respective special meetings of shareholders to be held to consider the proposed merger. 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, as they contain important information about Peoples, Limestone and the proposed transaction. Investors and security holders may obtain a free copy of these documents (when available) at the website operated by the SEC at www.sec.gov. These documents may also be obtained, free of charge, by making a request to Peoples Bancorp Inc., 138 Putnam Street, PO Box 738, Marietta, Ohio 45750, Attn: Investor Relations.
Peoples and Limestone and certain of their directors and executive officers may be considered participants in the solicitation of proxies from Limestone shareholders in connection with the proposed merger. Information about the directors and executive officers of Peoples is set forth in the Proxy Circular for Peoples’ 2022 Annual Meeting of Stockholders, as filed with the SEC on Schedule 14A on March 17, 2022. Information about Limestone’s directors and officers is set forth in the proxy statement for Limestone’s 2022 annual meeting of stockholders, as filed with the SEC on Schedule 14A on April 15, 2022. Additional information regarding the interests of such participants and other persons who may be considered participants in the transaction may be obtained by reading the proxy statement/prospectus relating to the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.
About Peoples Bancorp Inc.:
Peoples is a diversified financial services holding company that offers a full range of banking, trust and investment, insurance, premium financing and equipment rental solutions through its subsidiaries. Peoples is headquartered in Marietta, Ohio since 1902. The peoples had $7.0 billion of total assets at September 30, 2022and 130 sites, including 113 multi-service bank branches in Ohio, West Virginia, Kentucky, Virginia, washington d.c. and Maryland. The people’s vision is to be the best community bank in America.
Peoples is a member of the Russell 3000 Index of publicly traded US companies. Peoples provides services through Peoples Bank (which includes divisions of Peoples Investment Services, Peoples Premium Finance and NSL), Peoples Insurance Agency, LLC and Vantage Financial, LLC (“Vantage”).
About Limestone Bancorp, Inc.:
Limestone is a Louisville, Kentucky– bank holding company with $1.5 billion active at September 30, 2022. It operates banking centers in 14 counties through its wholly owned subsidiary Limestone Bank. Limestone markets include metropolitan areas Louisville in Jefferson County and the surrounding counties of Bullit and Henry and extend south along the Interstate 65 corridor. The limestone serves the South Central, South and West Kentucky banking centers in Bare, Butler, Davies, edmonson, Green, Hardin, Stag, Ohioand Warren counties. Limestone also has banking centers in Lexington, Kentuckythe second largest city in the state, and Frankfurt, Kentucky, the state capital. Limestone Bank is a traditional community bank offering a wide range of personal and business banking products and services.
Safe Harbor Statement:
Statements made in this press 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. Such statements are subject to certain risks and uncertainties, including, but not limited to, the success and completion of the transaction contemplated in this release, which includes maintaining relationships with acquired customers, 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 SEC. Therefore, actual results may differ materially from the forward-looking statements contained in this press release. These factors are not necessarily all of the factors that could cause the actual results, performance or achievements of Peoples or the combined company to differ materially from those expressed or implied by any of the forward-looking statements. Other unknown or unpredictable factors could also adversely affect the results of Peoples or the combined company.
Peoples and Limestone encourages readers of this press release to understand that forward-looking statements are strategic objectives rather than absolute targets of future performance. The Companies undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unforeseen events, except as required by applicable legal requirements. If Peoples or Limestone updates one or more forward-looking statements, no inference should be drawn that Peoples or Limestone will make additional updates with respect to such or other forward-looking statements. Copies of documents filed with the SEC are available free of charge on the SEC’s website at http://www.sec.gov and/or on Peoples’ website (with respect to documents filed by Peoples with the SEC) and on the Limestone website (with respect to filings).
SOURCE Peoples Bancorp Inc.