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Enterprise Federal Bancorp Inc. and North Cincinnati Savings Bank Sign Definitive Merger Agreement.


WEST CHESTER West Chester, borough (1990 pop. 18,041), seat of Chester co., SE Pa., W of Philadelphia; inc. 1799. Primarily residential, West Chester was long the trade and processing center for an agricultural region that is now mainly suburbs. , Ohio--(BUSINESS WIRE)--July 21, 1997--Enterprise Federal Bancorp Inc. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
:EFBI) and North Cincinnati Savings Bank savings bank, financial institution that, until recently, performed only the following functions: receiving savings deposits of individuals, investing them, and providing a modest return to its depositors in the form of interest.  (Nasdaq Bulletin Board:NSGB NSGB National Société Générale Bank (Egypt) ) jointly announced today the signing of a definitive agreement for the acquisition of NSGB by EFBI.

EFBI, the holding company for Enterprise Federal Savings Bank Noun 1. federal savings bank - a federally chartered savings bank
FSB

savings bank - a thrift institution in the northeastern United States; since deregulation in the 1980s they offer services competitive with many commercial banks
, is headquartered in West Chester and operates four branch offices in Hamilton, Butler and Warren counties Warren County is the name of fourteen counties in the USA. They are named after General Joseph Warren, who was killed in the Battle of Bunker Hill in the American Revolutionary War:
  • Warren County, Georgia
  • Warren County, Illinois
  • Warren County, Indiana
, Ohio. NSGB, a state chartered savings bank, has offices in the suburban Cincinnati communities The City of Cincinnati is made up of over 50 communities, each with a respective Community Council.

The list of communities with links to their community councils follows:
  • Avondale Community Council
  • Bond Hill Community Council
  • California Community Council
 of Blue Ash and North College Hill.

Under the terms of the agreement, EFBI will exchange $18.50 in cash or common stock for each of the 396,750 outstanding shares of NSGB stock. NSGB shareholders will have the right to elect to receive either cash, EFBI common stock, or a combination of both, however, total consideration will consist of no more than 75 percent stock or no more than 40 percent cash. In the event of an oversubscription Oversubscription

The excess number of shares or bonds that investors want to buy but are not available due to high demand.
 for either cash or EFBI stock a pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share.

In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them.
 distribution will be made to shareholders. The transaction is valued at approximately $7.3 million.

In the event that the average of the daily average between the high bid and low asked price for EFBI common stock over the twenty trading days In Business, the trading day is the time span that a particular stock exchange is open. For example, the New York Stock Exchange is, as of 2006, open from 09:30AM to 4:00PM. Trading days never take place on weekends.  ending the trading day prior to closing is less than $15.00, NSGB shareholders will receive 1.2333 shares of EFBI common stock or $18.50 in cash for each share of NSGB stock. In the event that the average of the daily average between the high bid and low asked prices for EFBI common stock over the twenty trading days ending the trading day prior to closing is greater than $22.00, NSGB shareholders will receive 0.8409 shares of EFBI common stock or $18.50 in cash for each share of NSGB stock.

The merger, which will be accounted for under the purchase method, is expected to be consummated con·sum·mate  
tr.v. con·sum·mat·ed, con·sum·mat·ing, con·sum·mates
1.
a. To bring to completion or fruition; conclude: consummate a business transaction.

b.
 by Dec. 31, 1997, pending NSGB shareholder approval, regulatory approval and other customary conditions of closing. The transaction is expected to be a tax-free reorganization for federal income tax purposes.

At March 31, 1997, NSGB had total assets of $60.6 million, deposits of $50.8 million and 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 $5.6 million. NSGB reported net income of $51,548 or $0.13 per share for the quarter ended March 31, 1997 with an annualized annualized

Of or relating to a variable that has been mathematically converted to a yearly rate. Inflation and interest rates are generally annualized since it is on this basis that these two variables are ordinarily stated and compared.
 return on assets Return on assets (ROA)

Indicator of profitability. Determined by dividing net income for the past 12 months by total average assets. Result is shown as a percentage. ROA can be decomposed into return on sales (net income/sales) multiplied by asset utilization (sales/assets).
 of 0.34 percent and an annualized return on equity of 3.64 percent.

At March 31, 1997, EFBI had total assets of $257 million, deposits of $143 million and shareholders' equity of $31.6 million. For the quarter ended March 31, 1997, EFBI reported net income of $597,000 or $.31 per share, with an annualized return on assets of .97 percent and an annualized return on equity of 7.38 percent.

Otto L. Keeton, President and Chief Executive Officer of EFBI, stated, "We are very pleased to announce this merger with North Cincinnati Savings Bank. We are excited about this opportunity to expand our branch office network to the communities of Blue Ash and North College Hill. We look forward to welcoming the North Cincinnati customers and employees. This acquisition also continues our efforts to leverage Enterprise Federal Bancorp's capital, improve its return on equity and increase shareholder value."

Michael W. Kelley, President of North Cincinnati Savings Bank, stated, "We believe that this transaction will benefit our shareholders, customers and employees. Having EFBI stock will enhance the liquidity for our shareholders. Also, our customers can expect us to offer additional banking products and services, and our employees can grow and prosper as part of a larger company. As part of Enterprise Federal Savings Bank, we will be in a stronger competitive position in the years ahead."

McDonald & Company Securities Inc. is serving as North Cincinnati Savings Bank's financial advisor in connection with the transaction. -0-
              Enterprise Federal Bancorp's Acquisition of
                   North Cincinnati Savings Bank

                       Summary Fact Sheet

Announcement Date:          July 21, 1997
__________________

Deal Structure:             Purchase method of accounting
_______________             Tax-free exchange
                            Due diligence completed
                            Definitive agreement signed
                            $250,000 break-up fee

Terms:                      $18.50 in cash, EFBI common stock, or
______                      a combination of both for each share
                            of NSGB.

Timing:                     Subject to normal regulatory approval
_______                     and approval by the North Cincinnati
                            Savings Bank shareholders.
                            Closing expected by year end.

Pricing:                    Purchase price per share     $18.50
________                    Estimated transaction value  $7.3 million

Transaction Rationale:
______________________

     -- Logical contiguous expansion into attractive communities
     -- Expands Enterprise Federal's branch office network into the
        northeast Hamilton County communities of Blue Ash and North
        College Hill.
     -- Enterprise Federal Bancorp will have the opportunity to
        enhance North Cincinnati Savings Bank's net interest
        margin through a reduction in NSGB's liquidity levels
        and the sale of lower yielding investment securities.
     -- Transaction will help lever EFBI's capital position and
        increase its return on equity.




CONTACT: Enterprise Federal Bancorp Inc., West Chester

Otto L. Keeton, 513/755-4600

or

North Cincinnati Savings Bank, Blue Ash

Michael W. Kelley, 513/791-4800
COPYRIGHT 1997 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1997, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Jul 21, 1997
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