Ohio-based Middlefield Banc signs $64m merger deal with Liberty Bancshares

Middlefield Banc has signed a merger deal worth $64.4 million with rival Ohio-based bank holding company Liberty Bancshares.

While Middlefield Bancis the bank holding company for The Middlefield Banking Company, Liberty Bancshares is the parent of Liberty National Bank.

Middlefield Banc will be the surviving bank holding company and Middlefield Banking will be the surviving banking subsidiary.

Middlefield Banking, which is based in Middlefield, operates 16 banking centers and has total assets of $1.32 billion as of 31 March 2022. It serves Beachwood, Dublin, Garrettsville, Chardon, Cortland, Newbury, Orwell, Mantua, Middlefield, Plain City, Powell, Twinsburg, Solon, Sunbury, and Westerville.

On the other hand, Liberty National Bank is headquartered in Kenton. It has six offices in Central and Northwest Ohio.

As per the terms of the all-stock deal, Liberty Bancshares will exchange each of their shares for 2.752 shares of Middlefield Banc.

Both the bank holding companies are publicly listed and the deal has been approved by their respective boards.

In the combined company, Liberty Bancshares’ shareholders will own a stake of around 31%.

The enlarged Middlefield Banc will have total assets of nearly $1.8 billion, total loans of around $1.3 billion, and total deposits of approximately $1.5 billion. After the completion of the deal, Middlefield Banking will have 22 full-service banking centers across an operating footprint in 12 counties.

James R. Heslop, II — President and CEO of Middlefield Banc said: “We are excited to announce our combination with Liberty Bancshares, which complements our growth in the Central Ohio market, and expands our footprint to the compelling Northwest Ohio market.

“Once the transaction is completed, we expect to benefit as a larger bank with total assets of approximately $1.8 billion, strong earnings accretion, and a robust footprint around two of Ohio’s largest and fastest growing markets.

“We believe this is a compelling transaction that generates meaningful earnings per share accretion, has a minimal tangible book value dilution and manageable earn-back period.”

The deal, which is subject to regulatory approvals, shareholders’ approvals of both the firms, and other customary conditions, is likely to close during Q4 2022. It is being backed by Castle Creek Capital, the largest shareholder of Liberty Bancshares, as well as the bank holding firm’s directors, who put together have nearly 15.9% of Liberty Bancshares’ voting common shares.

Ronald L. Zimmerly, Jr. — Liberty Bancshares President and CEO said: “We are thrilled to join The Middlefield Banking Company, an organization that shares a common philosophy focused on supporting customers, employees, and communities. I am excited by the future we are creating together.”

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