LCNB Corp. (NasdaqCM:LCNB) signed a definitive agreement to acquire First Capital Bancshares, Inc. for $19.5 million on October 9, 2012. First Capital will be entitled to elect to receive for each share of First Capital common stock $30.76 for 0.63 million shares or 2.329 common shares of LCNB for 0.63 million shares of First Capital or combination of cash and stock. Citizens offices will become branches of LCNB National Bank. The form of consideration to be received by each First Capital shareholder is subject to reallocation in order to ensure that no more than 50% and no less than 40% of the outstanding First Capital shares are exchanged for cash and no more than 60% and no less than 50% of the outstanding First Capital shares are exchanged for LCNB common shares. In the event that First Capital and/or any of its subsidiaries executes a definitive agreement in respect of, or closes, an acquisition Proposal, First Capital shall pay to LCNB in immediately available funds the sum of $0.78 million immediately after the earlier of such execution or closing. LCNB shall cause John Kochensparger to be elected or appointed to the boards of directors of LCNB and Bank, to serve on such boards for an initial term to expire on the date of the LCNB annual shareholder meeting. The transaction is subject to regulatory approvals, First Capital shareholder approval, dissenting share and other customary closing conditions. The directors of First Capital have agreed to vote their shares in favor of adoption of the Merger Agreement. The transaction is expected to be closed late in the fourth quarter of 2012 or in the first quarter of 2013. The transaction is expected to be accretive to LCNB's earnings in 2013 and beyond. FBR Capital Markets & Co. acted as financial advisor and Susan B. Zaunbrecher of Dinsmore & Shohl L.L.P acted as legal advisor for LCNB. Kip A. Weissman of Luse Gorman Pomerenk & Schick, P.C acted as legal advisor and Sterne Agee & Leach, Inc. acted as financial advisor and fairness opinion provider for First Capital.

LCNB Corp. (NasdaqCM:LCNB) completed the acquisition of First Capital Bancshares, Inc. on January 11, 2013.