Sb Financial Group, Inc 8-K, filed Jun 8, 2020
Sb Financial Group, Inc. (SBFG)
About this 8-K
Sb Financial Group, Inc filed this 8-K on June 8, 2020, reporting on events of June 5, 2020.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 8, 2020 (June 5, 2020)
SB FINANCIAL GROUP, INC
(Exact name of registrant as specified in its charter)
| Ohio | 0-13507 | 34-1395608 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 401 Clinton Street, Defiance, OH | 43512 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (419) 783-8950
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name
of each exchange on which registererd | ||
Common Shares, No Par Value 7,655,878 Outstanding at June 8, 2020 |
SBFG | The NASDAQ Stock Market, LLC (NASDAQ Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On June 5, 2020, SB Financial Group, Inc. (“the Company”), completed its previously announced acquisition of Edon Bancorp, Inc. (“Edon”), pursuant to an Agreement and Plan of Merger, dated as of February 6, 2020 (the “Merger Agreement”), by and among the Company, Edon, The Edon State Bank Company (“Edon State Bank”), Edon’s subsidiary bank, State Bank and Trust Company (“State Bank and Trust”), the Company’s subsidiary bank, and Garden Acquisition Co. (“Merger Sub”), a wholly owned subsidiary of the Company. Under the terms of the Merger Agreement, (i) Merger Sub merged with and into Edon, with Edon surviving as a wholly-owned subsidiary of the Company (the “Merger”) and (ii) immediately following, Edon State Bank merged with and into State Bank and Trust, with State Bank and Trust surviving. Edon will subsequently be liquidated and dissolved into the Company.
As a result of the Merger, each share of Edon common stock was exchanged for $103.50 in cash.
Item 7.01 Regulation FD Disclosure
On June 5, 2020, the Company issued a press release regarding the matters described in Item 8.01 of this Current Report on Form 8-K, a copy of which is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under such section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933 or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Forward Looking Statements
This report contains statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and this statement is included for purposes of complying with these safe harbor provisions. Readers should not place undue reliance on such forward-looking statements, which speak only as of the date made. These forward-looking statements are based on current plans and expectations, which are subject to a number of risk factors and uncertainties that could cause future results to differ materially from historical performance or future expectations.
The Company undertakes no obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events or circumstances.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, Dated June 5, 2020. |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SB FINANCIAL GROUP, INC. | ||
| June 8, 2020 | ||
| By: | /s/ Anthony V. Cosentino | |
| Anthony V. Cosentino | ||
| Chief Financial Officer | ||
2
Exhibit 99.1
SB Financial Announces Completion of Merger with Edon State Bank
DEFIANCE, OH – June 5, 2020 – SB Financial Group, Inc. (NASDAQ: SBFG) (“SB Financial”), parent company of State Bank and Trust Company (“State Bank”), announced today the successful closing of the previously announced merger with Edon Bancorp, Inc. (Private) (“Edon Bancorp”), parent company of The Edon State Bank Company of Edon, Ohio (“Edon State Bank”). The merger agreement was unanimously approved by the Boards of Directors of both bank holding companies and their subsidiary banks in accordance with the terms of the previously announced agreement.
“We would like to extend a warm welcome to all the stakeholders of Edon State Bank; this includes the staff, clients, community and prior stockholders of Edon State Bank. Each of our banks has been deeply committed to these stakeholders and this merger will only serve to strengthen those ties and commitments,” said Mark A. Klein, State Bank Chairman, President and CEO. “We are encouraged with the closing of this transaction and look forward to further promoting the unison of two strong community bank brands now under one umbrella as State Bank. With the joint operation of our companies, we enable our customers across all of our markets access to a wide range of financial products and services, including the personalized attention they expect from their community bank.”
Under the terms of the merger agreement, shareholders of Edon Bancorp received $103.50 in cash in exchange for each share of Edon Bancorp common stock for a transaction valued in aggregate at approximately $15.5 million. The consideration represented approximately 135% of Edon Bancorp’s tangible book value per share as of December 31, 2019.
With this merger, SB Financial expands its presence throughout the growing and vibrant Northwest Ohio region and offers new opportunities in Edon, Ohio. The combined company has approximately $1.1 billion in assets as a result of the merger.
JANNEY MONTGOMERY SCOTT LLC served as financial advisor to SB Financial, and Hogan Lovells US LLP served as its legal counsel. Donnelly Penman served as financial advisor to Edon Bancorp and provided a fairness opinion to its Board of Directors. Howard & Howard served as Edon Bancorp’s legal counsel.
Forward-Looking Statements
Certain statements within this document, which are not statements of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties and actual results may differ materially from those predicted by the forward-looking statements. These risks and uncertainties include, but are not limited to, the duration and scope of the COVID-19 outbreak in the United States and the market areas in which SB Financial and its subsidiaries operate, including the impact to the state and local economies of prolonged shelter in place orders and the pandemic generally, risks and uncertainties inherent in the national and regional banking industry, changes in economic conditions in the market areas in which SB Financial and its subsidiaries operate, changes in policies by regulatory agencies, changes in accounting standards and policies, changes in tax laws, fluctuations in interest rates, demand for loans in the market areas in SB Financial and its subsidiaries operate, increases in FDIC insurance premiums, changes in the competitive environment, losses of significant customers, geopolitical events, the loss of key personnel and other risks identified in SB Financial’s Annual Report on Form 10-K and documents subsequently filed by SB Financial with the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made, and SB Financial undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made, except as required by law. All subsequent written and oral forward-looking statements attributable to SB Financial or any person acting on its behalf are qualified by these cautionary statements.
About SB Financial Group, Inc.
Headquartered in Defiance, Ohio, SB Financial is a diversified financial services holding company for the State Bank & Trust Company (State Bank) and SBFG Title, LLC dba Peak Title (Peak Title). State Bank provides a full range of financial services for consumers and small businesses, including wealth management, private client services, mortgage banking and commercial and agricultural lending, operating through a total of 21 offices; 20 in nine Ohio counties and one in Fort Wayne, Indiana, and 23 full-service ATMs. State Bank has six loan production offices located throughout the Tri-State region of Ohio, Indiana and Michigan. Peak Title provides title insurance and opinions throughout the Tri-State region. SB Financial’s common stock is listed on the NASDAQ Capital Market under the symbol “SBFG”.
Investor Contact Information:
Anthony V. Cosentino
Chief Financial Officer
Tony.Cosentino@YourStateBank.com
Mark A. Klein
Chairman, President and CEO
Mark.Klein@YourStateBank.com
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