Farmers & Merchants Bancorp, Inc. · NASDAQ:FMAO
Farmers & Merchants Bancorp — Merger or Acquisition (December 2020)
10 slides from Farmers & Merchants Bancorp's merger presentation, Dec 21, 2020
Slide 1: Acquisition of Ossian Financial Services, Inc.
Farmers & Merchants Bancorp, Inc. (NASDAQ: FMAO) Acquisition of Ossian Financial Services, Inc.
Slide 2: Transaction Overview
Farmers & Merchants Bancorp, Inc. (“FMAO”) to acquire Ossian Financial Services, Inc. (“OFSI”), the bank holding company for Ossian State Bank, a community bank based in Ossian, Indiana. Aggregate cash consideration equal to $20 million, subject to potential adjustments as defined in the definitive
Slide 3: OFSI Profile – Investment Highlights
OFSI Profile – Investment Highlights Financial Stability and Asset Quality Consistent profitability – OFSI reported S-Corp. normalized net income (bank-level) of $1.0 million in 2018 , $1.3 million in 2019 and $1.1 million for LTM ending 9/30/20 (excluding loss on facility sale), respectively Bank-l
Slide 4: Pro Forma Branch Map
Pro Forma Branch Map Branch Address 4102 N Jefferson St Ossian 2.111 Oak Forest Dr Bluffton Wells IN $18,562 ‘Adams Dekalb len Allen IN Jay IN 106 1451 Nery St Einas tas ‘Adams _ IN DeKalb _ IN A. Ossian State B: @ Farmers & Merchants State Bank “Map excludes closed ofices,
Slide 5: Pro Forma Loan Mix
Pro Forma Loan Mix Ossian State Bank Farmers & Merchants State Bank Combined Bank 53,085, $58,477 100.0% Total Loans $1,371,483 100.0%
Slide 6: Pro Forma Deposit Mix
Pro Forma Deposit Mix Ossian State Bank Farmers & Merchants State Bank Combined Bank Jumbo a fot — oS a its 12% _ 23% Balance of Farmers & Merchants Balance. %of Balance %of ‘Ossian State Bank ($000) Total Total ‘Combined Bank ) Total Noninterest Bearing $00,184 27.9% $393,786 21.9% Noninterest Bear
Slide 7: Transaction Overview / Key Assumptions
Transaction Overview / Key Assumptions Transaction Value Aggregate deal value of $20.0 million Consideration Mix All cash consideration Deal will be internally financed with zero outside borrowings Minimum Equity Condition $12.0 million at closing Purchase Accounting Assumptions Conservative loan cr
Slide 8: Transaction Multiples / Pro Forma Results
Transaction Multiples / Pro Forma Results FMAO Acquisition of OFSI Deal Value $20.0 million Price/TBV (09/30/20) (1) 168% Price/LTM Earnings (09/30/20) (2) 23.7x Expected Year 1 EPS Accretion (3) 6.2% Expected Year 2 EPS Accretion 7.1% TBV Dilution at Closing 4.6% TBV Payback Period (crossover metho
Slide 9: Forward-Looking Statements
Forward-Looking Statements This presentation may contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements about our expectations, beliefs, plans, strategies, predictions, forecasts, objectives or assumptions of future events
Slide 10: ERAN Es
ERAN Es iM. STATE BANK YOUQZUS. We Nurture Lasting Relationships
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