Civista Bancshares, Inc. to Acquire Vision Financial Group, Inc.

SANDUSKY, Ohio and PITTSBURGH, September 30, 2022 /PRNewswire/ — Sandusky, OhioCivista Bancshares, Inc. (“Civista”) (NASDAQ: CIVB) today announced that it has entered into a definitive stock purchase agreement pursuant to which Civista will acquire all of the issued and outstanding stock of PittsburghVision Financial Group, Inc. (“VFG”), a leading privately held, independent, full-service company specializing in general equipment leasing and financing. Founded in 1991 by Fred Summers, VFG provides lending solutions to small, medium and large enterprises across the United States. VFG plays a significant role in the success and growth of its customers’ businesses by serving as a knowledgeable and reliable source of financing for revenue-generating equipment. Based on financial data at June 30, 2022VFG had total lending and leasing assets of approximately $89 millionand is expected to generate loans and leases exceeding $120 million during 2022.

Upon completion of the transaction, VFG will become a subsidiary of Civista Bank, with current VFG management and all employees retaining their roles, led by the CEO Bill Summers. As a subsidiary of Civista Bank, VFG will continue to operate as Vision Financial Group, Inc. leveraging the existing brand awareness in the equipment finance industry. This acquisition builds on Cavista’s proven track record of partnering and acquiring like-minded businesses and financial institutions to leverage excess capital and deliver strong financial results to its shareholders. This partnership will also allow Cavista to expand its product offering and provide complementary services to its existing commercial lending customers.

“We are very pleased to welcome VFG customers, employees and business partners to the Civista family,” said Dennis G. Shaffer, CEO and President of Civista. “We know the VFG team very well and admire the unique business they have built over the past 30 years. VFG’s very strong market position in the equipment finance industry, based on its in-depth knowledge strategically targeted specific industry sectors, will provide Civista with many additional growth opportunities. We look forward to working with the VFG leadership team to enhance their lending platform and accelerate everyone’s growth.”

“We’re really excited to join Cavista, which has a great track record and a company culture similar to what we’ve built,” said Bill Summers, CEO of VFG. “Vision Financial Group has been helping clients since its inception in 1991 through various interest rates and economic cycles. Our dedicated team believe we can achieve significant growth and profitability as part of Civista Bank. With the additional resources and lower additional financing costs provided by the bank, we will be on the verge of increasing our business with existing customers and building relationships with new customers, including some of Cavista’s existing customers. Our team is very excited to the idea of ​​building an even better Vision Financial Group as part of Civista Bank in the future.”

Subject to the terms of the purchase agreement, which was unanimously approved by the boards of directors of Civista and the shareholder of VFG, Civista has agreed to acquire all of the issued and outstanding shares of VFG in exchange for consideration in the form of cash and common shares of Civista. Pursuant to the purchase agreement, an additional amount payable in common stock of Civista is subject to certain “compensation” payments annually for two years following the closing of the acquisition. The transaction is expected to close on October 3, 2022subject to compliance with other customary closing conditions.

In preparation for the acquisition, extensive due diligence was carried out over a period of several weeks. Under the proposed terms, the VFG acquisition is expected to be approximately 6.4% accretive to Civista’s earnings per share in the first year post-integration (2023), approximately 15.1% the year next year (2024) and greater than 19.0% accretive on a run-rate basis thereafter, excluding any upside potential in identified revenues and operating synergies. In addition, any tangible book value dilution created in the transaction is expected to be recovered within 4 years of closing using the cross method. Post-closing, Civista’s capital ratios are expected to continue to exceed “well capitalized” regulatory standards.

Janney Montgomery Scott, LLC is acting as financial advisor to Civista and Vorys, Sater, Seymour and Pease LLP is acting as legal advisor in the transaction. Keefe, Bruyette & Woods, Inc. is acting as financial advisor to VFG and Moore & Van Allen PLLC is acting as legal advisor.

About Civista Bancshares, Inc.

Civista Bancshares, Inc. is a $3.5 billion financial holding company headquartered in Sandusky, Ohio. Civista’s banking subsidiary, Civista Bank, operates 43 locations in the North, Northwest, Central and Southwestern Ohio, Southeast Indiana and Northern Kentucky. Civista’s website can be viewed at Civista common stock trades on the NASDAQ Capital Market under the symbol “CIVB”.

About Vision Financial Group, Inc.

Vision Financial Group, Inc. is a privately owned, independent, full-service general equipment leasing and finance company. The company was founded in 1991 in Pittsburgh, Pennsylvania. and since then, it has enabled its business partners to achieve their business goals by creating affordable and flexible equipment leasing and financing solutions for the acquisition of most types of equipment and software that organizations need. need to function and develop. VFG primarily serves commercial organizations, from “mom and pop” sized businesses to large publicly traded corporations. VFG is a complete one-stop-shop for most of its customers’ equipment lease financing needs. VFG does business in all 50 U.S. states and select U.S. territories and international markets.

Forward-looking statements

This press release contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as than amended. These forward-looking statements may include, but are not limited to: Cavista’s management plans relating to the proposed transaction; the expected timing of completion of the proposed transaction; the ability to complete the proposed transaction; the ability to obtain required regulatory, shareholder or other approvals; any statement of management’s plans and objectives for future operations, products or services; any statement or projection regarding the expected benefits of the transaction, including the increased profits that may be realized from the transaction; and any statements of assumptions underlying any of the foregoing. Forward-looking statements are generally identified by words such as “may”, “believe”, “expect”, “anticipate”, “intend”, “seek”, “plan”, “will”, “should”, “target”, “outlook”, “estimate”, “forecast”, “project” and other similar or negative words and expressions of these words. Because forward-looking statements are inherently uncertain and subject to assumptions, actual results or future events could differ, possibly materially, from those anticipated by Cavista 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 the heading “Item 1A Risk Factors” in Part 1 of Civista’s Annual Report on Form 10-K for the financial year closed December 31, 2021, and any additional risks identified in Civista’s quarterly reports on Form 10-Q and other reports filed by Civista with the SEC. You should not place undue reliance on any of our forward-looking statements, which speak only as of the date hereof. Civista does not undertake, and specifically disclaims any obligation, to update any forward-looking statement to reflect events or circumstances after the date on which the forward-looking statement is made, or to reflect the occurrence of unforeseen events, except to the extent measurement required. by the law.

SOURCECivista Bancshares, Inc.


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