City Holding Company, the parent company of City National Bank of West Virginia, signed a definitive merger agreement in which City will acquire Citizens Commerce Bancshares, the parent company of Citizens Commerce Bank, Versailles, KY. Upon completion of the merger, the subsidiary bank of Citizens will merge with and into City National Bank of West Virginia.
Based upon financial data as of Sept. 30, the combined company will have $6.2 billion in assets, deposits of $5.3 billion, and gross loans of $3.9 billion, strengthening City’s presence in the Lexington, Kentucky MSA.
“Our leadership recognized this strategic partnership to enhance our market presence in the Lexington, Kentucky area and we are excited to be adding the Citizens franchise to our Lexington footprint,” Charles R. (Skip) Hageboeck, president and CEO of City, said.
The merger is expected to close in the first quarter of 2023, pending customary closing conditions, including receipt of required regulatory approvals and the approval by the shareholders of Citizens.
Subject to the terms of the merger agreement, Citizens shareholders will receive 0.1666 shares of City common stock for each outstanding share of Citizens common stock. Based on City’s five-day average closing price of $92.60 as of Oct. 17, this equates to a per share value of $15.43 and an aggregate deal value of $61.0 million.
“Partnering with City is the next, best step that we could take for our company, shareholders and customers,” Michelle Oxley, president and CEO, said. “This partnership will provide our customers with additional resources while retaining the community banking culture that sets us apart. I am confident that this will be a seamless transition for our employees and customers while providing long-term value for our shareholders. City is a great franchise, and I look forward to the future ahead for our combined company.”
The merger agreement has been unanimously approved by the City board of directors and by the Citizens board of directors.
Piper Sandler served as financial advisor and Dinsmore & Shohl served as legal counsel to City in this transaction. Forvis Capital Advisors served as financial advisor and Wyatt, Tarrant & Combs served as legal counsel to Citizens. Hovde Group issued a fairness opinion to the board of Citizens.