Civista Bancshares, Inc. executed an expression of interest to acquire Comunibanc Corp. (OTCPK:CBCZ) from a group of shareholders for $50.2 million on November 12, 2021. Civista Bancshares, Inc. signed a definitive merger agreement to acquire Comunibanc Corp. from a group of shareholders on January 10, 2022. Subject to the terms of the merger agreement, each share of Comunibanc common stock will receive 1.1888 shares of Civista common stock and $30.13 in cash. In connection with the payment of the merger consideration, Civista expects to issue approximately 984,926 shares of Civista common shares to Comunibanc shareholders. This implies a deal value of approximately $50.2 million in the aggregate or $60.59 per Comunibanc share based on the closing price of Civista's common stock on January 7, 2022 of $25.62. Civista and Comunibanc anticipate that the transaction will qualify as a tax-free reorganization for the portion of the merger consideration exchanged for Civista common stock. Upon the terms of the Merger Agreement and subject to the conditions therein, at the effective time of the merger, Comunibanc will merge with and into Civista with Civista being the surviving corporation and, immediately after the Effective Time, The Henry County Bank, an Ohio-chartered bank and a wholly-owned subsidiary of Comunibanc (“Henry will merge with and into Civista Bank, an Ohio-chartered bank and a wholly-owned subsidiary of Civista, with Civista Bank as the surviving bank in the merger. The Merger Agreement provides customary termination rights for both Civista and Comunibanc and further provides that a termination fee equal to $2,008,000 will be payable by Comunibanc to Civista upon termination of the Merger Agreement under certain circumstances. As a part of agreement, one Comunibanc director will be appointed to serve on the board of directors of Civista Bank selected by Civista.

In addition, after closing one of the Comunibanc directors will join the Civista Bank Board of Directors. The transaction is subject to the required approval of the Comunibanc shareholders; receipt of all required regulatory approvals, which include the approval the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and the Ohio Division of Financial Institutions; effectiveness of the Registration Statement on Form S-4 under the Securities Act of 1933, as amended (the “Securities Act”), to register Civista common shares for issuance pursuant to the Merger; expiration of all statutory waiting periods in respect thereof and fulfillment of other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of both companies. The directors of Comunibanc who collectively have the power to vote approximately 6.5% of the outstanding Comunibanc common shares, entered into a support agreement with Civista on January 10, 2022, pursuant to which they agreed, subject to certain terms and conditions, to vote all of their shares in favor of the adoption and approval of the Merger Agreement. Transaction is expected to close in the second quarter of 2022. If the Merger is not completed by November 30, 2022, either Civista or Comunibanc may have the opportunity to choose not to proceed with the Merger, and the parties can mutually decide to terminate the Merger Agreement. As of April 4, 2022, transaction is expected to complete late in the second quarter of 2022. Under the proposed merger terms, the acquisition of Comunibanc is expected to be 10% accretive to Civista's EPS in 2023 and thereafter.

Stephens Inc. acted as financial advisor and Michael G. Dailey, Christopher M. Hammond and Christian Gonzalez of Dinsmore & Shohl LLP acted as legal advisors to Civista. Richard F. Maroney Jr of ProBank Austin acted as financial advisor and Thomas C. Blank of Shumaker, Loop & Kendrick, LLP acted as legal advisor to Comunibanc. ProBank Austin acted as fairness opinion provider to Comunibanc board of directors. Comunibanc paid ProBank Austin $32,500 upon the issuance of the ProBank Austin Opinion. Comunibanc has also agreed to pay ProBank Austin a transaction fee equal to 1.30% of the transaction value payable at closing of the Merger. American Stock Transfer & Trust Company, LLC acted as exchange agent to Civista.