Citizens Banking Corporation and CB Financial Corporation announce agreement to merge.FLINT flint, mineral flint, variety of quartz that commonly occurs in rounded nodules and whose crystal structure is not visible to the naked eye. Flint is dark gray, smoky brown, or black in color; pale gray flint is called chert. and JACKSON Jackson. 1 City (1990 pop. 37,446), seat of Jackson co., S Mich., on the Grand River; inc. 1857. It is an industrial and commercial center in a farm region. , Mich.--(BUSINESS WIRE)--Jan. 27, 1997-- Robert Robert, Henry Martyn 1837-1923. American army engineer and parliamentary authority. He designed the defenses for Washington, D.C., during the Civil War and later wrote Robert's Rules of Order (1876). Noun 1. J. Vitito, President and Chief Executive Officer of Citizens Banking Corporation and Brian D. Bell, Chairman and Chief Executive Officer of CB Financial Corporation, today announced the signing of a definitive agreement under which Citizens will acquire CB Financial in a stock-for-stock merger transaction. The transaction is subject to approval by regulatory authorities Noun 1. regulatory authority - a governmental agency that regulates businesses in the public interest regulatory agency administrative body, administrative unit - a unit with administrative responsibilities , the shareholders of both Citizens Banking Corporation and CB Financial Corporation, and the satisfactory completion of due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. procedures by Citizens. The merger is expected to be completed by the end of the second quarter of 1997. Mr. Vitito said, "We are very pleased to have such a fine company join us. With a strong presence in the Jackson, Charlevoix, St. Johns/Lansing markets, CB Financial's three banks represent outstanding additions to our family of community banks. This transaction gives us access to several attractive markets, providing more opportunity for future growth. Our company will have more resources to invest in the information and other technologies needed to be a successful competitor. We are enthusiastic about the market, strategic and financial synergies that the merger affords us. We look forward to working with the management team at CB Financial toward achieving strategic goals." Speaking on behalf of CB Financial Corporation, Mr. Bell commented, "Citizens Banking Corporation and CB Financial Corporation share a strong community banking philosophy. Joining Citizens' family of community banks greatly enhances the services, distribution networks and other resources available to the customers of CB Financial Corporation." Further, Mr. Bell said, "We believe our merger with Citizens provides significant opportunity for our shareholders to achieve long-term Long-term Three or more years. In the context of accounting, more than 1 year. long-term 1. Of or relating to a gain or loss in the value of a security that has been held over a specific length of time. Compare short-term. strategic value." Highlights of the merger and the resulting company are as follows: -- Citizens will issue approximately 4,170,000 shares of its common stock in exchange for all the outstanding shares of CB Financial Corporation. Each share of CB Financial Corporation common stock will be exchanged for approximately 1.489 shares of Citizens Banking Corporation common stock. The transaction will be accounted for as a pooling of interests Pooling of Interests An accounting method, used in mergers and acquisitions, where the balance sheet items of the two companies are simply added together. Notes: The opposite of pooling of interests is the purchase acquisition method. , and is anticipated to be tax-free for federal income tax purposes. -- The combined entity will have total assets of $4.310 billion, including loans of $3.230 billion and total deposits of $3.601 billion. The resulting company will be well capitalized Capitalized Recorded in asset accounts and then depreciated or amortized, as is appropriate for expenditures for items with useful lives longer than one year. with total shareholders' equity Shareholders' Equity A firms' total assets minus its total liabilities. Equivalently, it is share capital plus retained earnings minus treasury shares. Shareholders' equity is the amount by which a company is financed through common and preferred shares. of $390 million. -- CB Financial's three community banks will be merged into, and operate under the name of, Citizens Bank. Significant economies of scale are anticipated as a result of operating under a single charter. -- Citizens has a leading share in many of the markets in which it operates. The merger will add community banks with a major share of the Jackson market and a leading presence in the growing Charlevoix and St. Johns/Lansing areas. Citizens' assets in the greater Lansing market will double as a result of the merger. -- Citizens and CB Financial have extensive complementary product lines and a diverse client base in Michigan Michigan (mĭsh`ĭgən), upper midwestern state of the United States. It consists of two peninsulas thrusting into the Great Lakes and has borders with Ohio and Indiana (S), Wisconsin (W), and the Canadian province of Ontario (N,E). and Illinois Illinois, river, United States Illinois, river, 273 mi (439 km) long, formed by the confluence of the Des Plaines and Kankakee rivers, NE Ill., and flowing SW to the Mississippi at Grafton, Ill. It is an important commercial and recreational waterway. . The combined company will operate a distribution network with banking offices in 21 Michigan counties, 123 ATM units and extensive telephone banking capabilities. CB Financial Corporation is the parent company of City Bank and Trust Company in Jackson, City Bank in St. Johns/Lansing and CB North in Charlevoix. The Corporation's banking subsidiaries offer a wide range of retail, corporate and trust services through offices in northwest and central Michigan
Central Michigan, often called Mid-Michigan, is a region in the Lower Peninsula of the U.S. state of Michigan. . In 1996, CB Financial recorded net income before restructuring charges restructuring charge The expense of reorganizing a company's operations. A restructuring charge is an infrequent expense that generally results from asset writedowns or facility closings. of $7,191,000, an increase of 15.1% over 1995. The company's latest quarterly dividend of $0.30 per share represents the 242nd consecutive dividend paid by the Corporation and its predecessor, City Bank and Trust Company. Citizens Banking Corporation operates 93 offices in Michigan and in suburban Chicago, Illinois, providing a full range of financial services The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. to a broad customer base. The year 1996 marked the fourteenth consecutive year of higher net operating income Operating Income The profit realized from a business' own operations. Notes: This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit. for Citizens and the thirteenth consecutive year of increased cash dividends to its shareholders. In 1996, Citizens earned $37,421,000, up 11.4% from 1995. Earnings per share were $2.55, an increase of 10.9% from 1995. Citizens' returns on average equity and average assets for 1996 improved to 12.31% and 1.08%, respectively, up from 12.10% and 1.02%, respectively, in 1995. -0-
Pro Forma Financial Data
December 31, 1996
__________________________________________
(Dollars in thousands) Citizens Banking CB Financial
Corporation Corporation Pro Forma
At Period End:
Total assets $3,483,850 $826,235 $4,310,085
Total earning assets 3,213,029 696,271 3,909,300
Total loans 2,620,731 609,021 3,229,752
Total deposits 2,864,701 735,849 3,600,550
Total shareholders'
equity 315,242 78,238 393,480
Financial Ratios:
Earning assets to total
assets 92.23 % 84.27 % 90.70 %
Loans to deposits 91.48 82.76 89.70
Shareholders' equity to
total assets 9.05 9.47 9.13
CONTACT: Citizens Banking Corporation John W. Ennest, 810/257-2557 or CB Financial Corporation Brian D. Bell, 517/788-2706 |
|
||||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion