Peoples Bancorp (Peoples) has signed a definitive agreement and plan of merger to acquire Limestone Bancorp (Limestone) in an all-stock merger valued at $27.25 per share, or a total of around $208.2m.
Limestone is a Louisville, Kentucky-based bank holding company that owns Limestone Bank, while Peoples offers services through its community bank subsidiary Peoples Bank.
Under the terms of the merger agreement, Limestone will merge with and into Peoples, and Limestone Bank will merge with and into Peoples Bank.
Limestone shareholders are expected to receive 0.90 shares of Peoples common stock, in exchange for each share of Limestone common stock held.
The agreement has been unanimously approved by the Boards of Directors of both companies and is expected to be completed during the second quarter of 2023.
Its closing is subject to certain customary closing conditions, including regulatory approvals and the approval of the shareholders of Peoples and Limestone.
The transaction will create a combined company that will operate across 150 locations, with around $8.5bn in total assets, $5.7bn in total loans and $7.1bn in total deposits.
It will operate in Ohio, West Virginia, Kentucky, Maryland, Virginia and Washington, DC.
Peoples Bancorp president and chief executive officer Chuck Sulerzyski said: “We are excited about our partnership with Limestone and our entrance into strategically important markets in Kentucky.
“We view Limestone’s corporate culture and philosophy as very similar to our own and have been impressed with what John Taylor and his team have been able to accomplish.
“Over the years we have expanded our presence in Kentucky to 25 branches, with Limestone adding an additional 20 branches to our Kentucky footprint.”
Limestone, through its community bank subsidiary Limestone Bank, and 226 associates, runs 20 branches in 14 counties in Kentucky.
The company had $1.5bn in total assets, including $1.1bn in total net loans, and $1.2bn in total deposits, on a consolidated basis, as of 30 September 2022.
Raymond James & Associates and the law firm of Dinsmore & Shohl served as an advisor to Peoples, while Piper Sandler & Co. and the law firm of Wyatt, Tarrant & Combs served as an advisor to Limestone, on the transaction.
Limestone president and chief executive officer John Taylor said: “Our shareholders, customers and employees will benefit from Peoples’ track record of profitable growth and successfully executing acquisitions, and the opportunities this merger of our banks offers.
“We are excited about Peoples’ expansive suite of products, which will provide us with the ability to deliver new products and services, including insurance and investment products, to our valued customers in the communities we serve.
“Peoples’ community banking model, culture and commitment to high-quality customer service makes Peoples an excellent partner for Limestone.”
In September last year, Peoples completed its acquisition of Premier Financial Bancorp, and Premier’s wholly-owned subsidiaries, Premier Bank and Citizens Deposit Bank & Trust.
