ARCHBOLD — Farmers & Merchants Bancorp Inc. (“F&M” or the “Company”) (Nasdaq: FMAO), the holding company for Farmers & Merchants State Bank, announced this week that it has signed an agreement and plan of reorganization and merger (the “agreement”) whereby F&M will acquire Ossian Financial Services Inc. (“OFSI”), the holding company for Ossian State Bank, in a cash transaction. OFSI operates two full-service offices in northeast Indiana and has approximately $122 million in assets, $58 million in loans, $108 million in deposits and $11.9 million in consolidated equity as of Sept. 30. OFSI is taxed as an S-Corporation.
Subject to the terms of the agreement, which has been unanimously approved by the board of directors of each company, aggregate cash consideration of the deal is equal to $20 million, representing $67.71 per share. The consideration is subject to potential adjustment, as set forth in the agreement, in the event that OFSI’s equity capital is less than $12 million at closing.
The transaction represents a natural extension of F&M’s community bank footprint and is a complementary fit with the company’s 2019 acquisition of the Bank of Geneva and F&M’s 2020 asset purchase of Adams County Financial Resources. OFSI operates offices in the Indiana communities of Ossian and Bluffton. After the transaction, F&M will operate 11 offices in Indiana with total deposits of $462 million and total loans of $445 million.
Lars Eller, president and CEO of F&M, stated, “I am pleased to combine our two strong institutions as OFSI immediately enhances and complements our growing franchise in northeast Indiana. This is an excellent opportunity for OFSI to become part of a larger community banking organization that will allow us to offer their customers a wider range of financial services. We believe, as OFSI does, that our partnership will still preserve the convenience of local decision makers throughout our office network. On behalf of everyone at F&M, I would like to welcome OFSI’s customers and employees to the F&M family.”
Excluding one-time transaction costs, F&M expects the transaction to be approximately 6.2% and 7.1% accretive to first and second year diluted earnings per share, respectively. Tangible book value per share will be diluted approximately 4.6% at closing including the impact of an estimated $2.5 million of combined pre-tax transaction costs. The tangible book value dilution is expected to be recovered in less than five years using the crossover method.
OFSI will distribute a proxy statement calling a meeting of the shareholders of OFSI to consider the merger within the next 90 days.
When the transaction is completed, F&M will have consolidated assets of approximately $2 billion. Subject to customary regulatory approvals, OFSI shareholder approval and other conditions set forth in the agreement, the transaction is anticipated to close in the second quarter of 2021.