Item 1.01 Entry into a Material Definitive Agreement.
On
Under the terms and subject to the conditions of the Merger Agreement, at the
Effective Time, Comunibanc shareholders will have the right to receive, for each
common share issued and outstanding immediately prior to the Effective Time
(except for Treasury Shares and Dissenting Shares, both as defined in the Merger
Agreement), 1.1888 Civista common shares (the "Stock Consideration") and
The Merger Agreement contains customary representations and warranties from both Civista and Comunibanc, and each party has agreed to customary covenants, including, among others, covenants relating to (i) the conduct of Comunibanc's business during the interim period between the execution of the Merger Agreement and the Effective Time, (ii) the obligations of Comunibanc to facilitate its shareholders' consideration of, and voting upon, the Merger Agreement and the transactions contemplated thereby and, subject to certain exceptions related to an unsolicited third party bona fide written acquisition proposal that is a Superior Proposal (as defined in the Merger Agreement), the obligation of the board of Comunibanc to recommend that its shareholders adopt the Merger Agreement, and (iii) Comunibanc's non-solicitation obligations relating to alternative acquisition proposals. Civista and Comunibanc have agreed to use their reasonable best efforts to prepare and file all applications, notices, and other documents to obtain all necessary consents and approvals for consummation of the transactions contemplated by the Merger Agreement.
The completion of the Merger is subject to customary conditions, including (i) adoption of the Merger Agreement by Comunibanc's shareholders, (ii) authorization for listing of the Civista common shares to be issued in the Merger on the Nasdaq Capital Market, (iii) effectiveness of the Registration Statement on Form S-4 under the Securities Act of 1933, as amended (the "Securities Act"), to register Civista common shares for issuance pursuant to the Merger, (iv) the absence of any order, injunction or decree by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger, and (v) effectiveness of all regulatory authorizations, consents, orders or approvals of the transactions contemplated by the Merger Agreement that are necessary to consummate the transactions and expiration of all statutory waiting periods in respect thereof.
Each party's obligation to complete the Merger is also subject to certain additional customary conditions, including (i) subject to certain exceptions, the accuracy of the representations and warranties of Comunibanc in the case of Civista and Civista in the case of Comunibanc, and (ii) performance in all material respects by Comunibanc in the case of Civista and Civista in the case of Comunibanc of its obligations under the Merger Agreement.
2
--------------------------------------------------------------------------------
The Merger Agreement provides customary termination rights for both Civista and
Comunibanc and further provides that a termination fee equal to
Pursuant to support agreements entered into in connection with the Merger Agreement, directors of Comunibanc have agreed to vote all of their shares of Comunibanc common stock in favor of the Merger. In addition, after the Effective Date, one of the Comunibanc directors will join the Civista Bank Board of Directors.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Merger Agreement is attached as an exhibit to provide investors and security holders with information regarding its terms. It is not intended to provide any further financial information about Civista or its subsidiaries. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates, are solely for the benefit of the parties to the Merger Agreement and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Investors should not rely on the representations, warranties or covenants or any description thereof as characterizations of the actual state of facts or condition of Civista, Comunibanc or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may not be fully reflected in public disclosures by Civista.
The Merger Agreement should not be read alone, but should instead be read in
conjunction with the other information regarding Comunibanc, Civista, their
respective affiliates or their respective businesses, the Merger Agreement and
the Merger that will be contained in, or incorporated by reference into, the
registration statement on Form S-4 that will include a proxy
statement/prospectus of Civista, as well as in the Forms 10-K, Forms 10-Q, Forms
8-K and other filings that Civista makes with the
Item 7.01. Regulation FD Disclosure.
Civista issued a joint press release with Comunibanc on
Civista disclosed in the press release that it will host an investor conference
call and webcast on
3
--------------------------------------------------------------------------------
The preceding information, as well as Exhibits 99.1 and 99.2 referenced therein, shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Additional Information about the Merger
This communication is being made in respect of the proposed merger transaction
described above. This communication does not constitute an offer to sell or the
solicitation of an offer to buy securities of Civista or a solicitation of any
vote or approval. Civista will file a registration statement on Form S-4 and
other documents regarding the proposed transaction referenced in this
communication related to the proposed transaction with the
Civista and Comunibanc and certain of their directors and executive officers may
be deemed to be participants in the solicitation of proxies from the
shareholders of Comunibanc in connection with the proposed transaction.
Information about the directors and executive officers of Civista is set forth
in the proxy statement for Civista's 2021 annual meeting of shareholders, as
filed with the
4
--------------------------------------------------------------------------------
Forward-Looking Statements
Certain statements contained in this communication, which are not statements of historical fact, may constitute "forward-looking statements" within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include, but are not limited to, management plans relating to the Merger; the expected timing of the completion of the Merger; the ability to complete the Merger; the ability to obtain any required regulatory, shareholder or other approvals related to the Merger; and any other plans, expectations, goals, projections and benefits relating to the Merger, which are subject to numerous assumptions, risks, and uncertainties. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "seek", "plan", "will", "would", "target" "outlook," "estimate," "forecast," "project", "can", "should", "estimate", "foresee", and other similar words and expressions or negatives of these words, but are not the exclusive means of identifying such statements. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time and are beyond our control. All forward-looking statements included in this communication are made as of the date hereof and are based on information available at that time. Except as required by law, neither Civista nor Comunibanc assumes any duty and does not undertake to update any forward-looking statements. Because forward-looking statements are, by their nature, to different degrees, uncertain and subject to assumptions, actual results or future events could differ, possibly materially, from those that Civista or Comunibanc anticipated in its forward-looking statements, and future results could differ materially from historical performance.
Factors that could cause or contribute to such differences include, but are not
limited to, those included under Item 1A "Risk Factors" in Civista's Annual
Report on Form 10-K. In addition to factors disclosed in reports filed by
Civista with the
5
--------------------------------------------------------------------------------
Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 2.1 Agreement and Plan of Merger betweenCivista Bancshares, Inc. and Comunibanc Corp. dated as ofJanuary 10, 2022 99.1 Press Release ofCivista Bancshares, Inc. datedJanuary 10, 2022 99.2 Investor Presentation Materials for Civista Conference Call onJanuary 11, 2022 104 Cover Page Interactive File-the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 6
--------------------------------------------------------------------------------
© Edgar Online, source