Civista Bancshares announced the signing of a definitive stock purchase agreement pursuant to which Civista will acquire all of the issued and outstanding shares of Pittsburgh-based Vision Financial Group, Inc. (VFG), a privately held, independent, full-service general equipment leasing and financing company.

Founded in 1991 by Fred Summers, VFG provides lending solutions to both small- and medium-sized businesses and large corporate customers across the United States. VFG plays a meaningful role in the success and growth of its customers' businesses by serving as a knowledgeable and reliable financing source for revenue-producing equipment. Based on financial data as of June 30, VFG had total loan and lease assets of approximately $89 million, and is expected to generate loan and lease originations exceeding $120 million during 2022.

Upon completion of the transaction, VFG will become a subsidiary of Civista Bank, with current VFG leadership and all employees continuing in their positions, led by CEO Bill Summers. As a subsidiary of Civista Bank, VFG will continue to operate under the Vision Financial Group, Inc. name taking advantage of the company's existing brand awareness within the equipment finance industry. This acquisition builds on Civista's proven track record of partnering and acquiring like-minded businesses and financial institutions in order to leverage excess capital and deliver strong financial results to its shareholders.  This partnership will also allow Civista to expand its product offerings and provide complementary services to its existing commercial lending customers.

"We are very excited to welcome VFG's customers, employees, and business partners to the Civista family," said Dennis G. Shaffer, CEO and President of Civista. "We have gotten to know the VFG team very well and admire the unique business that they have built over the past 30+ years. VFG's very strong market position in the equipment finance industry built upon their deep knowledge of specific strategically targeted industry sectors will provide Civista with many additional opportunities for growth. We look forward to collaborating with VFG's leadership team to enhance their lending platform and accelerate each other's growth."

"We are really excited to be joining with Civista, which has a terrific track record and a similar corporate culture to what we have built," said Summers, CEO of VFG. "Vision Financial Group has been helping customers since our founding in 1991 through various interest rate and economic cycles. Our dedicated team believes that we can achieve significant growth and profitability as part of Civista Bank. With the additional resources and lower incremental funding costs provided by the bank, we will be poised to increase our activity with existing customers and build relationships with new customers, including some of the existing customers of Civista. Our team is very excited to build an even better Vision Financial Group as part of Civista Bank going forward."

Subject to the terms of the purchase agreement, which has been unanimously approved by the Boards of Directors of Civista and the shareholder of VFG, Civista has agreed to acquire all of the issued and outstanding shares of VFG in exchange for consideration in the form of cash and shares of Civista common stock. Pursuant to the purchase agreement, an additional amount to be paid in shares of Civista common stock is subject to certain "earn-out" payments annually for two years following the closing of the acquisition. The transaction is expected to close on Oct. 3, subject to the fulfillment of other customary closing conditions.

In preparation for the acquisition, extensive due diligence was performed over a multi-week period. Under the proposed terms, the acquisition of VFG is expected to be approximately 6.4 percent accretive to Civista's earnings per share in the first-year post-integration (2023), approximately 15.1 percent accretive the following year (2024), and greater than 19.0 percent accretive on a run-rate basis thereafter, excluding any upside potential from identified revenue and operating synergies. In addition, any tangible book value dilution created in the transaction is expected to be earned back in less than 4 years after closing using the cross-over method. Post-closing, Civista's capital ratios are expected to continue to exceed "well-capitalized" regulatory standards.

Janney Montgomery Scott, LLC is acting as financial advisor to Civista and Vorys, Sater, Seymour and Pease LLP is acting as its legal advisor in the transaction. Keefe, Bruyette & Woods, Inc. is acting as financial advisor to VFG and Moore & Van Allen PLLC is acting as its legal advisor.

Civista Bancshares is a $3.5 billion financial holding company headquartered in Sandusky, OH. Civista's banking subsidiary, Civista Bank, operates 43 locations in Northern, Northwestern, Central and Southwestern Ohio, Southeastern Indiana and Northern Kentucky.