On July 8, 2019, Premier Financial Bancorp, Inc. (“Premier”) and its wholly owned subsidiary Citizens Deposit Bank and Trust, Inc. (“Citizens”) entered into a material definitive merger agreement (the “Merger Agreement”) with The First National Holding Company of Jackson (“FNHC”) and its wholly owned subsidiary The First National Bank of Jackson (“Jackson”), a national bank headquartered in Jackson, Kentucky whereby Citizens will purchase Jackson for approximately $14,784,000 in cash.

Under terms of the Merger Agreement, Citizens will purchase all the shares of Jackson common stock for an amount equal to Jackson’s total shareholder equity at the effective time, subject to certain adjustments, and will subsequently merge Jackson with and into Citizens. The total transaction value is currently estimated to be $14,784,000. The transaction, which is subject to satisfaction of various contractual conditions, requires approval by bank regulatory agencies and the shareholders of FNHC and Jackson, is anticipated to close sometime in the fourth quarter of 2019 with a systems conversion anticipated to be completed soon thereafter.

The Merger Agreement provides that just prior to the Effective Time of the merger, FNHC will merge with and into Jackson. Jackson will then at the Effective Time merge with and into Citizens.

The foregoing summary of certain provisions of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement attached hereto as Exhibit 2.1.

Item 7.01. Regulation FD Disclosure

On July 9, 2019, Premier issued a press release announcing agreement to purchase The First National Bank of Jackson. The text of that press release is included as Exhibit 99.1.

(c) Exhibit 2.1 – Agreement and Plan of Merger by and among Citizens Deposit Bank and Trust, Inc., Premier Financial Bancorp, Inc., The First National Holding Company of Jackson and The First National Bank of Jackson dated July 8, 2019.

PREMIER FINANCIAL BANCORP INC Exhibit
EX-2.1 2 pfbifnbjdefinitiveagreement.htm DEFINITIVE AGREEMENT AND PLAN OF MERGER BETWEEN PFBI AND FNHC Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of JULY 8,…
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About PREMIER FINANCIAL BANCORP, INC. (NASDAQ:PFBI)

Premier Financial Bancorp, Inc. (Premier) is a multi-bank holding company. The Company’s banking subsidiaries (the Banks or Affiliate Banks) consist of Citizens Deposit Bank and Trust, Inc., Vanceburg, Kentucky and Premier Bank, Inc., Huntington, West Virginia. Through the Banks, the Company focuses on providing community banking services to individuals and small-to-medium sized businesses. The Banks provide a range of retail and commercial banking services, including commercial, real estate, agricultural and consumer lending; depository and funds transfer services; collections; safe deposit boxes; cash management services; and other services tailored for both individuals and businesses. The Company operates over nine banking offices in Kentucky, approximately five banking offices in Ohio, over 30 banking offices in West Virginia, approximately four banking offices in Washington, DC, over one banking offices in Maryland and approximately four banking offices in Virginia.