Civista Bancshares, Inc. · NASDAQ:CIVB
Civista Bancshares — Merger or Acquisition (January 2022)
15 slides from Civista Bancshares's merger presentation, Jan 10, 2022
Slide 1: Civista Bancshares, Inc. to Acquire Comunibanc Corp.
Exhibit 99.2 Civista Bancshares, Inc. to Acquire Comunibanc Corp. January 10, 2022 1
Slide 2: Forward-Looking Statements
Forward-Looking Statements This presentation may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements express management’s current expectations, estimates or projections of future events, results or long
Slide 3: Additional Information
Additional Information ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION This investor presentation is being made with respect to the proposed transaction involving Civista and Comunibanc. In connection with the proposed transaction, Civista intends to file a registration statement on Form S-4 a
Slide 4: Transaction Rationale
Transaction Rationale Significantly Ø Adds 7 branches in Northwest Ohio and $276 million in low-cost core deposits Accelerates Ø Comunibanc’s ~60% loan-to-deposit ratio provides ample liquidity for Civista to accelerate its Presence & loan growth throughout Northwest Ohio, including the attractive G
Slide 5: Transaction Highlights
Transaction Highlights Comparable Nationwide (1) M&A Transactions Median Valuation in-line or below recent deals Price / TBV 1.52x 1.62x Core Deposit Premium 7.8% 9.4% EPS Accretion 10.5% 8.8% (A) Strong risk-adjusted EPS Seller Asset Size as % of 11% 20% (B) Buyer accretion Seller Risk-Adjusted EPS
Slide 6: Overview of The Henry County Bank
Overview of The Henry County Bank Pro Forma Branch Footprint Company Highlights Ø Headquartered in Napoleon, OH, approximately 35 CBCZ CIVB miles southwest of downtown Toledo, OH Rapidly-growing Ø Founded in 1936 and has been Henry County’s #1 Route 24 and I-75 corridor community bank for over 50 ye
Slide 7: Market Expansion in the Attractive Northwest Ohio Region
Market Expansion in the Attractive Northwest Ohio Region Market Overview 3-Year MSA Deposit Growth CAGRs 15.8% Northwest Ohio 13.5% Ø Northwest Ohio presents an attractive community 12.1% 12.1% 12.0% 11.7% banking market consistent with Civista’s model th Ø Home to Ohio’s 4 largest city of Toledo an
Slide 8: Highly Attractive Funding Opportunity
Highly Attractive Funding Opportunity Acquired Balance Sheet Provides Significant Liquidity Toledo MSA Provides Civista with Another Large, in a Rising Rate Scenario Addressable Market to Grow Toledo, OH CIVB & CBCZ Loan-to-Deposit Ratio 2017 – 2021 YTD 2021 Total Deposits In Total Market Rank Marke
Slide 9: Proven Growth Oriented Banking Platform
Proven Growth Oriented Banking Platform Experienced Acquirer Proven Ability to Grow in Newly-Entered Markets 1 1 Announcement Target Assets Target Assets Target CIVB’s Acquisition of United Community Bancorp Date ($MM) as % of Civista 9/11/2014 $105 9% § Announcement Date: 3/12/2018 3/12/2018 $546 3
Slide 10: Pro Forma Deposit Composition
Pro Forma Deposit Composition Dollar values in thousands CIVB CBCZ Pro Forma Company Deposit Type Balance % Total Deposit Type Balance % Total Deposit Type Balance % Total Transaction $900,154 37.0% Transaction $122,436 44.4% Transaction $1,022,590 37.7% Savings & MMDA 1,281,776 52.6% Savings & MMDA
Slide 11: Pro Forma Loan Composition
Pro Forma Loan Composition Dollar values in thousands CIVB CBCZ Pro Forma Company Loan Type Balance % Total Loan Type Balance % Total Loan Type Balance % Total 1-4 Family $430,363 22.3% 1-4 Family $53,129 32.3% 1-4 Family $483,492 23.1% Multifamily 159,613 8.3% Multifamily 16,790 10.2% Multifamily 1
Slide 12: Transaction Summary
Transaction Summary 1 2 Ø $50.2 million in aggregate consideration Transaction Ø Fixed exchange ratio of 1.1888 CIVB shares and $30.13 in cash for each CBCZ share outstanding equating to $60.59 per 1 share of CBCZ common stock Consideration Ø Consideration mix: 50% cash / 50% stock 1 2 Ø 152% of CBC
Slide 13: Concluding Thoughts
Concluding Thoughts ü Adds meaningful scale and core deposits in the highly attractive Northwest Ohio region ü Provides platform to expand commercial lending opportunities in the highly attractive Greater Toledo market ü Double-digit EPS accretion and manageable TBV dilution and earnback period ü Pr
Slide 14: Contact Information
Contact Information Ø Civista Bancshares, Inc.’s common shares are traded on the NASDAQ Capital Market under the symbol “CIVB.” Ø Additional information can be found at: Ø www.civb.com Ø Dennis G Shaffer Ø Chief Executive Officer & President Ø dgshaffer@civb.com Ø Telephone: 888.645.4121 14
Slide 15: Thank You
Thank You 15
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