LCNB Corp. Agrees to Acquire Eagle Financial Bancorp, Inc. - Seite 2

Gary J. Koester, Chairman and CEO of EFBI, stated, “We are excited to join LCNB, a Southwest Ohio-based bank that shares a common philosophy focused on supporting customers, employees, and communities. As part of a larger organization, we believe our customers will benefit from expanded financial products and resources, including trust and wealth management solutions, as well as greater access to additional full-service bank locations throughout the greater Cincinnati market. We also believe that our employees will have greater opportunities for growth and advancement as part of a larger community bank with such an outstanding reputation. Finally, we believe our shareholders will also benefit as part of a larger bank with greater liquidity, strong earnings power, and a very attractive dividend yield.”

Following the merger, Patricia L. Walter, President of EFBI and EAGLE.bank, will join LCNB as an Executive Vice President.

Excluding one-time transaction costs and assuming a second quarter 2024 closing date, LCNB expects the transaction to be modestly accretive in 2024 and approximately 11.5% and 11.1% accretive to 2025 and 2026 fully diluted earnings per share, respectively. One-time transaction costs to be incurred as part of the transaction are estimated at $5.1 million, after-tax. Tangible book value per share dilution is expected to be approximately 2.4% at closing, with an expected tangible book value earn-back of approximately 2.1 years using the crossover method. Excluding any interest rate-related purchase accounting adjustments, the transaction would be immediately accretive to tangible book value.

When the transaction is completed, LCNB is estimated to have consolidated assets of approximately $2.5 billion with 36 banking offices in Ohio and one branch office in Northern Kentucky. Subject to regulatory approval, EFBI shareholder approval and other customary conditions set forth in the definitive merger agreement, the transaction is anticipated to close in the second quarter of 2024. LCNB shareholder approval is not required. At closing, EAGLE.bank's banking offices will become branches of LCNB.

LCNB is being advised by Hovde Group, LLC and Dinsmore & Shohl LLP. EFBI is being advised by Janney Montgomery Scott LLC. and Luse Gorman, PC.

Important Information for Investors and Shareholders:

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities of LCNB. LCNB will file a registration statement on Form S-4 and other documents regarding the proposed business combination transaction referenced in this press release with the Securities and Exchange Commission (“SEC”) to register the shares of LCNB’s common stock to be issued to the shareholders of EFBI. The registration statement will include a proxy statement/prospectus which will be sent to the shareholders of EFBI in advance of a special meeting of shareholders of EFBI that will be held to consider and vote on the proposed transaction. Investors and EFBI shareholders are urged to read the proxy statement/prospectus and any other relevant documents to be filed with the SEC in connection with the proposed transaction because they will contain important information about LCNB, EFBI and the proposed transaction. Investors and shareholders may obtain a free copy of these documents (when available) through the website maintained by the SEC at www.sec.gov. These documents may also be obtained, without charge, by directing a request to LCNB Corp., 2 North Broadway, P.O. Box 59, Lebanon, Ohio 45036: Investor Relations.