LCNB Corp. to acquire Eagle Financial Bancorp in stock-and-cash transaction

LCNB Corp. and Eagle Financial Bancorp, announced that they have signed a definitive merger agreement whereby LCNB will acquire EFBI in a stock-and-cash transaction. Eagle bank operates three full-service banking offices in Cincinnati, Ohio. EFBI had approximately $175.8M in assets, $140.8M in loans, $135M of deposits, and $26.3M in consolidated stockholders’ equity as of September 30, 2023. When completed, the transaction will increase LCNB’s presence in the Cincinnati market. Subject to the terms of the merger agreement, which has been approved by the board of directors of each company, EFBI shareholders will have the opportunity to elect to receive either 1.1401 shares of LCNB stock or $19.10 per share in cash for each share of EFBI common stock owned, subject to at least 60%, but not more than 70% of the shares of EFBI being exchanged for LCNB common stock. As of September 30, 2023, EFBI reported 1,342,275 shares of common stock outstanding, as well as 115,807 options with a weighted average strike price of $16.18 per share. Any unexercised stock options of EFBI will be canceled, prior to the effective time of the merger, in exchange for a cash payment per option equal to the difference between $19.10 and the exercise price of the option. Based on LCNB’s closing share price of $14.65 as of November 28 and assuming 60% of the EFBI shares elect stock, the aggregate transaction value is $23.1M and has a blended value of $17.73 for each EFBI share. For EFBI this equates to 91% of tangible book value as of September 30. When the transaction is completed, LCNB is estimated to have consolidated assets of approximately $2.5B with 36 banking offices in Ohio and one branch office in Northern Kentucky. Subject to regulatory approval, EFBI shareholder approval and other customary conditions set forth in the definitive merger agreement, the transaction is anticipated to close in the second quarter of 2024. LCNB shareholder approval is not required. At closing, Eagle bank’s banking offices will become branches of LCNB.