On February 7, 2020, SB Financial Group, Inc. (NASDAQ: SBFG) (“SB Financial”), parent company of State Bank and Trust Company (“State Bank”), and Edon Bancorp, Inc. (Private) (“Edon Bancorp”), parent company of The Edon State Bank Company of Edon, Ohio (“Edon State Bank”), jointly announced entry into a definitive agreement pursuant to which Edon Bancorp will be combined with SB Financial and Edon State Bank will merge with and into State Bank. The merger agreement was unanimously approved by the Boards of Directors of both bank holding companies and their subsidiary banks.
Under the terms of the transaction, shareholders of Edon Bancorp will receive $103.50 in cash in exchange for each share of Edon Bancorp common stock for a transaction valued in aggregate at approximately $15.5 million.
When finalized, the merger will give State Bank a presence in Edon, Ohio, strengthening the State Bank’s position in the Northwest Ohio region. The merger with Edon Bancorp is in keeping with SB Financial’s strategic goal of investing where it can best serve its customers, and these new communities are part of that.
The total consideration to Edon Bancorp equates to 1.35x book value and tangible book value, 1.77x adjusted book value and adjusted tangible book value (adjusted to 8.5% tangible common equity to tangible assets), 30.00x latest twelve months pre-tax earnings, and an approximate 8% premium to core deposits as of December 31, 2019.
Pending regulatory and Edon Bancorp shareholder approvals, SB Financial intends to complete the transaction in the second quarter of 2020. After completion of the merger, the combined entity is expected to have approximately $1.1 billion in assets. SB Financial is committed to the success of the communities in which it operates. That commitment will extend to the existing Edon State Bank offices and surrounding communities that Edon State Bank has served since 1893.
EDON BANCORP, INC.
The Edon Banking Company was established in January 1893 as a co-partnership consisting of Oscar Eaton, Will W. Morrison, Theodore S. Carvin and I.E. Gardner. Oscar Eaton was president; I.E. Gardner, vice president; and Theodore S. Carvin, cashier. The Bank was incorporated in 1911 as The Edon State Bank Company of Edon, Ohio.
ARBOR BANCORP, INC.
SB FINANCIAL GROUP, INC.
Headquartered in Defiance, Ohio, SB Financial is a diversified financial services holding company for the State Bank & Trust Company (State Bank) and SBFG Title, LLC dba Peak Title (Peak Title). State Bank provides a full range of financial services for consumers and small businesses, including wealth management, private client services, mortgage banking and commercial and agricultural lending, operating through a total of 20 offices; 19 in nine Ohio counties and one in Fort Wayne, Indiana, and 25 full-service ATMs. State Bank has seven loan production offices located throughout the Tri-State region of Ohio, Indiana and Michigan. Peak Title provides title insurance and opinions throughout the Tri-State region. SB Financial’s common stock is listed on the NASDAQ Capital Market under the symbol “SBFG”.