LCNB CORP. (NASDAQ:LCNB) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01
Completion of Acquisition or Disposition of Assets.
On May 31, 2018, LCNB Corp. (“LCNB”) consummated the merger of (i) Columbus First Bancorp, Inc. (“CFB”) with and into LCNB and (ii) Columbus First Bank, an Ohio state chartered bank and wholly-owned subsidiary of CFB, with and into LCNB National Bank, a national bank and wholly-owned subsidiary of LCNB (the “Merger”), in accordance with the Agreement and Plan of Merger, dated as of December 20, 2017, by and between LCNB and CFB (the “Merger Agreement”).
to the terms of the Merger Agreement, each share of CFB common stock was converted into the right to receive 2.00 LCNB common shares. Cash was paid in lieu of fractional shares and for unexercised CFB options at closing.
The description of the Merger Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is incorporated by reference into this Current Report on Form 8-K as Exhibit 2.1.
LCNB issued a press release on June 1, 2018 announcing the consummation of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the consummation of the Merger and to the terms of the Merger Agreement, LCNB’s board of directors (the “Board of Directors”) approved, effective as of immediately following the effective time of the Merger, the appointment of William G. (“Rhett”) Huddle to serve on the Board of Directors. Prior to the consummation of the Merger, Mr. Huddle served as Chairman and Chief Executive Officer of CFB. No committee assignments have yet been made for Mr. Huddle. An additional director from CFB will be added to the Board of Directors at a later date.
Mr. Huddle will be entitled to receive compensation consistent with the previously disclosed standard arrangements for non-employee directors as described in LCNB’s proxy statement for its 2018 annual meeting of shareholders filed on March 9, 2018, which disclosure is incorporated herein by reference.
Mr. Huddle is not a party to any transaction, or series of transactions, with LCNB required to be disclosed to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
The information set forth in Item 2.01 and Item 5.02 of this Current Report on Form 8-K and in the press release attached as Exhibit 99.1 is incorporated in this Item 7.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
Description
2.1
Agreement and Plan of Merger dated as of December 20, 2017, by and between LCNB Corp. and Columbus First Bancorp, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by LCNB with the Securities and Exchange Commission on December 21, 2017)
99.1
Press release issued by LCNB Corp. on June 1, 2018.
