We are excited to announce the upcoming merger with American Savings Bank of Middletown!
Please see below the Press Release as of Friday, February 1st, 2019
Valley Central Bank and American Savings Bank
Agree To Merge While Retaining Full Mutual Ownership
Liberty Township, OH and Middletown, OH; February 1, 2019 Valley Central Bank, Liberty Township, Ohio, and Valley Central, MHC, the mutual holding company for Valley Central Bank, and American Savings Bank, Middletown, Ohio ("ASB") today announced the signing of a definitive merger agreement providing for the merger of ASB with and into Valley Central Bank.Based on financial data as of September 30, 2018, the combined organization would have total assets of approximately $154.2 million, net loans of $127.2 million and total deposits of $106.3 million upon completion of the merger. In addition, upon the completion of the merger, Valley Central Bank’s capital ratios are expected to continue to comfortably exceed “well capitalized” regulatory standards. Under the terms of the merger agreement, ASB’s depositors and borrowers at the effective time of the merger will become depositors and borrowers of Valley Central Bank as if their accounts had been established at Valley Central Bank on the date established at ASB and the members of ASB will become full members of Valley Central MHC.
Upon completion of the merger, it is expected that the boards of directors of Valley Central Bank and Valley Central, MHC will consist of Valley Central’s current directors Ben Kessling, Don Vonderhaar, Mike Hinger, Brian Reisert, and Joanna Gaynor as well as Ed Pokora, Vaden Fitton and James Papakirk, who are currently serving as ASB directors. Mr. Kessling, Valley Central’s current Chairman, will serve as Chairman of the boards of the resulting organization. In addition, John Stretch, who currently serves on the Board of ASB, will become an Advisory Board member of Valley Central Bank. It is also expected that, effective upon the completion of the merger, Joanna L. Gaynor, the current Chief Executive Officer of Valley Central Bank and Valley Central, MHC and its subsidiaries, will remain in her positions and Fred G. DeBiasi, the current President and Chief Executive Officer of ASB, will become the President and Chief Operating Officer of Valley Central Bank and Valley Central, MHC, and its subsidiaries.
CEO Gaynor stated, "We are extremely excited about our combination with American Savings Bank. We expect the transaction will provide the combined organization with an excellent community bank platform to grow and diversify our franchise in new, contiguous markets with similar economic and demographic characteristics to our existing markets. It is important to note that we will remain a 100% member owned organization" Fred G. DeBiasi, ASB’s President and Chief Executive Officer, stated, “We have always focused on our community and the needs of our customers and believe that partnering with Valley Central Bank will allow us to continue to provide excellent service our customers while preserving our values and mutual ownership."
Mr. Kessling, who will serve as Chairman of the combined organization commented, “It is exciting to see two organizations that each have over 100 year traditions of providing high touch, personalized financial services combine together to create a powerhouse that will provide even better services to our customers and community.”
The transaction is expected to close in the second half of 2019, subject to the satisfaction of certain conditions including the receipt of regulatory approvals and the approval of ASB’s members. Valley Central does not expect that approval of its members will be required to complete the transaction.
Luse Gorman, PC acted as legal counsel to Valley Central and Vorys, Sater, Seymour and Pease LLP acted as legal counsel to ASB.
About the Valley Central Family
Valley Central, MHC is the parent company of Valley Central Bancorp, Inc., which is the parent company of Valley Central Bank. Valley Central, MHC is 100% member owned and the entire Valley Central organization is mutually owned with no shares owned by outside stockholders. Valley Central Bank is a community bank that operates through its main office in Liberty Township, Ohio, a full-service branch in Reading, Ohio, and a loan production office located in Montgomery, Ohio. At September 30, 2018, the Company had total consolidated assets of approximately $111.4 million and equity of $27.6 million.
About American Savings Bank
American Savings Bank is a community bank that is also 100% member owned and operates two banking offices in Middletown, Ohio. At September 30, 2018, ASB had total assets of approximately $42.8 million and equity of approximately $7.8 million.