Stock Yards Bancorp, Inc. and Commonwealth Bancshares, Inc. to Merge

About this update from Stock Yards Bancorp, Inc.

[{"type":"text","content":"Stock Yards Creates Kentucky’s Premier Community Banking Franchise and Adds Significant Wealth and Trust Assets\nLOUISVILLE, Ky., Aug. 03, 2021 (GLOBE NEWSWIRE) -- Stock Yards Bancorp, Inc. (“Stock Yards” or the “Company”) (NASDAQ: SYBT), the parent company of Stock Yards Bank & Trust Company today announced the signing of a definitive agreement for Stock Yards to acquire Commonwealth Bancshares, Inc. (“Commonwealth”), the parent company of Commonwealth Bank & Trust. The combined stock and cash transaction is expected to close during the fourth quarter of 2021, subject to approval of Commonwealth shareholders and completion of customary regulatory approval and closing conditions. Management will host a conference call and webcast today at 11:00 a.m. (EDT) to discuss the proposed merger. Please see the Conference Call/Investor Presentation section for complete details. Commonwealth, headquartered in Louisville, Kentucky, operates 16 total retail branches including 10 branches in Jefferson County, four in Shelby County and two in Northern Kentucky. As of June 30, 2021, Commonwealth reported approximately $1.3 billion in assets, $733 million in loans, $1.1 billion in deposits and $86 million in tangible common equity. Commonwealth also maintains a Wealth Management and Trust Department with total assets under management of $2.6 billion at June 30, 2021. The combined franchise will serve customers through 79 branches with total assets of approximately $7.4 billion, $4.9 billion in gross loans, $6.4 billion in deposits and $7.0 billion in trust assets under management. Under the terms of the merger agreement, Commonwealth shareholders will have the right to receive 0.9267 shares of Stock Yards common stock and $11.20 in cash for each share of Commonwealth common stock with total consideration to consist of approximately 80% stock and 20% cash. Based upon the closing price of Stock Yards common stock of $47.64 on July 30, 2021, the implied per share purchase price is $55.35, with an aggregate transaction value of approximately $153 million. First full year earnings (2023) per share accretion is estimated at approximately 12% and the tangible book value per share dilution is expected to be earned back in less than two years under the crossover method including Current Expected Credit Loss (CECL) “Day 2” accounting treatment. “We are ex...

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