Under the merger agreement, Farmers shareholders were to receive $34.925 million in cash and 1,434,491 Civista common shares in the aggregate for all outstanding Farmers shares, implying a consideration mix of approximately 50% cash and 50% stock, with a fixed exchange ratio for the stock portion and fixed cash-per-share for the cash portion. The implied aggregate deal value of $70.4 million was based on Civista's closing share price of $24.72 on July 9, 2025. Consideration was subject to adjustment if Farmers' adjusted shareholders' equity at closing was not equal to $56.0 million, with a dollar-for-dollar downward adjustment to cash consideration if equity came in lower, and (per negotiated merger-agreement terms) fifty cents of additional consideration for each dollar of closing equity above $56.0 million. According to the transaction investor presentation (filed as an exhibit to a Form 8-K/A on July 11, 2025), the deal was valued at 138% of Farmers' tangible book value as of March 31, 2025, and reflected a core deposit premium of 10.6%.
Farmers reported total assets of $285 million, gross loans of $107 million, total securities of $161 million, total deposits of $233 million, and total equity of $51 million as of March 31, 2025, with a tangible common equity to tangible assets ratio of 17.9%, a 46% loan-to-deposit ratio, and nonperforming assets (ex-TDRs) of 0.52% of assets. Civista management described Farmers as having "pristine asset quality with $1.5 million in cumulative net loan recoveries over the last 10 years." The combined company was expected to have approximately $4.4 billion in total assets, $3.2 billion in net loans, and $3.5 billion in total deposits based on March 31, 2025 financial data, adding two branches and approximately $183 million in low-cost core deposits in Medina and Lorain Counties, Ohio.
Civista disclosed that the acquisition was expected to be approximately 10% accretive to diluted earnings per share once anticipated cost savings were fully phased in (a separate investor presentation slide referenced "high single-digit" EPS accretion). Per the transaction presentation, cost savings were estimated at 30% of Farmers' non-interest expense base, with 75% phased in during 2026 and 100% realized thereafter. One-time, pre-tax transaction and integration expenses were estimated at $4.0 million. The deal involved a gross credit mark of $2.5 million and a loan interest rate mark of $6.0 million, and a core deposit intangible of 3.0% to be amortized over 10 years using the sum-of-years-digits method. Tangible book value dilution at closing was estimated at 4.9%, inclusive of both buyer and seller transaction costs and a CECL "day 2" provision, with an expected earnback period of approximately three years using the cross-over method. Pro forma tangible common equity to tangible assets was expected to be approximately 7.0%.
CEO Dennis G. Shaffer said, "We are excited to welcome Farmers Savings Bank into the Civista family. This acquisition not only strengthens our presence in northeast Ohio but also reflects our shared commitment to community banking." Farmers CEO Tom Lee stated the partnership "marks an exciting new chapter for Farmers Savings Bank and the communities we serve" and that "Civista shares our deep commitment to personalized service and community values."
Concurrent with the merger announcement, Civista priced an underwritten public offering of 3,294,120 common shares at $21.25 per share (base offering of approximately $70.0 million), with Piper Sandler & Co. acting as sole book-running manager and D.A. Davidson & Co., Hovde Group, LLC, Janney Montgomery Scott LLC, Keefe, Bruyette & Woods (A Stifel Company), and Stephens Inc. serving as co-managers. Net proceeds of approximately $65.5 million (or approximately $75.5 million if underwriters fully exercised their 30-day option) were earmarked for general corporate purposes, including organic growth and future strategic transactions.
Piper Sandler & Co. acted as financial advisor to Civista in the merger, and Vorys, Sater, Seymour and Pease LLP served as Civista's legal counsel. Janney Montgomery Scott LLC, retained by Farmers' board on September 19, 2024, acted as Farmers' financial advisor and delivered a fairness opinion to the Farmers board on July 9, 2025 that the merger consideration was fair to Farmers' shareholders from a financial point of view. Dinsmore & Shohl LLP, engaged by Farmers on or about May 13, 2025, served as Farmers' legal counsel.
Per the Form S-4 registration statement (filed September 10, 2025, amended September 26, 2025), Farmers had conducted preliminary, informal discussions with another potential acquirer during 2024, but that party withdrew from merger discussions on February 24, 2025 for reasons unrelated to Farmers' asset quality, earnings, or management. Janney then approached two other prospective partners, one of which was Civista (the other indicated it could not pursue a transaction at that time). Civista signed a confidentiality agreement on February 27, 2025 and submitted a non-binding indication of interest on March 28, 2025 valuing the deal at approximately $63.5 million (50% cash/50% stock). A revised indication of interest on April 25, 2025 raised the value to approximately $64.8 million (55% cash/45% stock), which Farmers executed on May 1, 2025. Negotiations over subsequent weeks, including an initial draft merger agreement circulated June 6, 2025, ultimately produced the final $70.4 million transaction signed July 10, 2025, with key shareholders of Farmers separately agreeing to deposit retention and share lock-up agreements, and to vote their shares in favor of the merger.
The merger agreement provided for a termination fee of $2,500,000 payable by Farmers to Civista under specified circumstances, including termination in connection with a competing acquisition proposal, as the sole and exclusive remedy available to Civista (absent fraud or willful breach).
The transaction closed on November 6, 2025, as confirmed in a Form 8-K filed that day disclosing consummation of the merger of Farmers with and into Civista Bank. At closing, each Farmers common share (500 shares outstanding) was converted into the right to receive $71,086.48 in cash and 2,868.98 Civista common shares, resulting in aggregate consideration of $35,543,239 in cash and approximately 1,434,491 Civista common shares. The closing press release stated the merger added two branches and approximately $236 million in low-cost deposits, with the combined organization having approximately $4.4 billion in total assets, $3.2 billion in net loans, and $3.5 billion in total deposits based on September 30, 2025 data. The system conversion was scheduled for the first quarter of 2026.