City Holding Company (NasdaqGS:CHCO) submitted an indication of interest to acquire Citizens Commerce Bancshares, Inc. (OTCPK:CCVS) from a group of shareholders on July 27, 2022. City Holding Company (NasdaqGS:CHCO) entered into a definitive merger agreement to acquire Citizens Commerce Bancshares, Inc. (OTCPK:CCVS) from a group of shareholders for $60.5 million on October 18, 2022. Under the terms of the agreement, Citizens shareholders will receive 0.1666 shares of City common stock for each outstanding share of Citizens common stock. Upon completion of the merger, the subsidiary bank of Citizens will merge with and into City National Bank of West Virginia, subsidiary of City. Citizens will pay a termination fee of $2 million to City, in case Citizens terminates the transaction.

The transaction is subject to receipt of required regulatory approvals, the approval by the shareholders of Citizens, effectiveness of the registration statement on Form S-4, City common shares to be issued in the merger shall have been approved for listing on NASDAQ, holders of not more 5% of outstanding Citizens common stock shall have perfected their dissenters' right and customary closing conditions. The merger agreement has been unanimously approved by the City Board of Directors and by the Citizens Board of Directors. City entered into support agreements with all Citizens directors who are shareholders pursuant to which such shareholders agreed to vote their Citizens shares in favor of the merger. Citizens will hold a special meeting of its shareholders to approve the transaction on February 27, 2023. The transaction is expected to close in the first quarter of 2023.

Craig J. Mancinotti and Richard F. Maroney Jr. of Hovde Group, LLC acted as financial advisor, due diligence provider and fairness opinion provider to Citizens Board. Citizens paid Hovde $75,000 upon issuance of the Hovde Opinion. Cynthia W. Young of Wyatt, Tarrant & Combs, LLP acted as legal advisor and Forvis Capital Advisors, LLC acted as financial advisor to Citizens. Christian Gonzalez and Michael G. Dailey of Dinsmore & Shohl LLP acted as legal advisor and Michael Marting and Jason Hach of Piper Sandler & Co. acted as financial advisor to City. Computershare Trust Company, National Association acted as exchange agent to City. Forvis, LLP acted as due diligence provider to Citizens.

City Holding Company (NasdaqGS:CHCO) completed the acquisition of Citizens Commerce Bancshares, Inc. (OTCPK:CCVS) from a group of shareholders on March 10, 2023.