First Financial Bancorp (FFBC) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition expands presence in Northeast Ohio, tripling loan commitments, adding $1.5 billion in local deposits, and accelerating entry into a market with limited acquisition targets.

• Strengthens position as the largest community bank in Ohio and a leading Midwest-based bank, enhancing market share and competitive standing.

• Adds specialty business lines, including premium finance, insurance agency, and RIA banking, complementing existing operations and expanding product offerings.

• Strong cultural alignment, shared community-first values, and similar lending/credit administration approaches support integration.

• Commitment to community demonstrated by a $500,000 pledge to local organizations in the acquired bank's markets.

Financial terms and conditions

• Transaction valued at $325 million, structured as 80% cash ($260 million) and 20% stock (approx. 2.75 million shares), with a price/tangible book value of 1.37x and price/LTM core earnings of 16.2x.

• Purchase of 100% of the target's stock from its sole shareholder; pro forma ownership is ~97% acquirer, ~3% seller.

• Shareholder approval from seller received; no approval needed from acquirer's shareholders due to deal size.

• Transaction is accretive to earnings, with 12.4% EPS accretion expected in 2026 and tangible book value earn-back in about 2.9 years.

• Minimum capital targets reaffirmed, with comfort in TCE between 7.5-8%.

Synergies and expected cost savings

• Cost savings estimated at 40% of the acquired bank's noninterest expense base, with 75% realized in 2026 and fully phased in by 2027.

• No revenue synergies included in modeling, but future opportunities anticipated from expanded product offerings and client base.