Cincinnati, OH – April 29, 2014 – First Financial Bancorp (Nasdaq: FFBC) (the “Company”), the parent company of First Financial Bank (collectively with the Company, “First Financial”), and Guernsey Bancorp, Inc. (“Guernsey”) announced today the signing of a definitive merger agreement. Under the terms of the merger agreement, First Financial will acquire Guernsey for cash consideration of $13.5 million and the transfer of a single bank-owned property with a book value of $1.0 million to Guernsey’s sole shareholder.
Guernsey, through its wholly-owned subsidiary, The Guernsey Bank, serves commercial and consumer clients through three full service locations in the communities of Worthington, Upper Arlington and Westerville within the Columbus, Ohio market. As of December 31, 2013, The Guernsey Bank had total assets of $122.9 million, total loans of $74.5 million and total deposits of $100.5 million.
“This partnership with Guernsey marks the next significant step in building the First Financial brand within Columbus and Central Ohio and highlights our strong commitment to this dynamic market,” commented Claude Davis, President and CEO of the Company. “Guernsey has built a strong reputation in its communities through the delivery of outstanding client service. Its three banking centers in highly attractive locations, together with its strong consumer banking platform, provide a perfect complement to the transactions we announced late in 2013. From a market share perspective, Guernsey’s deposit base combined with those of The First Bexley Bank and Insight Bank will position First Financial as the largest community bank serving Franklin County in the metropolitan Columbus market.”
Robert Patrella, President and CEO of Guernsey added, “We are excited about this partnership with First Financial, a growth-oriented organization highly committed to the communities and markets it serves. Joining First Financial will enable us to better serve our clients with an expanded set of products and capabilities while maintaining a high level of exceptional and personalized service.”
Excluding estimated restructuring charges, First Financial expects the transaction to be accretive to 2014 diluted earnings per share by $0.01, to 2015 diluted earnings per share by $0.02 and $0.04 annually thereafter. Including estimated restructuring charges and pro forma merger adjustments, dilution to tangible book value per common share as of March 31, 2014 is expected to be $0.13, or 1.3%, with an earnback period of approximately four years.
The transaction is expected to be completed during the second half of 2014, subject to regulatory approvals and other customary closing conditions. Frost Brown Todd LLC served as legal counsel to First Financial. Keefe, Bruyette and Woods, Inc. served as financial advisor and Patton Boggs LLP served as legal counsel to Guernsey.