Item 1.01 Entry Into Material Definitive Agreement.
On July 1, 2014 United Bancshares, Inc. (“United”), Ohio State Bancshares, Inc.
(“OSB”) and Rbancshares, Inc. (“Rbancshares”) entered into a Stock Purchase
Agreement (the “Purchase Agreement”) pursuant to which United will purchase from
OSB all of the issued and outstanding shares of The Ohio State Bank (“Ohio State
Bank”), an Ohio banking corporation and wholly-owned subsidiary of OSB (the
“Acquisition”). Rbancshares is a majority shareholder of OSB. Immediately
following the Acquisition, Ohio State Bank will merge with and into The Union
Bank Company, an Ohio banking corporation and wholly owned subsidiary of United,
with The Union Bank Company as the surviving entity.
Under the terms of the Purchase Agreement, United will acquire Ohio State Bank
for consideration that includes the assumption of OSB’s $3.0 million Trust
Preferred Stock plus unpaid accrued interest thereon, repayment of approximately
$550,000 of senior debt as well as a cash payment equal to approximately 50% of
Ohio State Bank’s tangible capital at closing, after certain adjustments.
The Acquisition is expected to close in the fourth quarter of 2014, pending
adoption of the Purchase Agreement by the shareholders of OSB, the satisfaction
of various closing conditions, including the receipt of all necessary bank
regulatory approvals, the accuracy of the representations and warranties of each
party (subject to certain exceptions), the performance in all material respects
by each party of its obligations under the Purchase Agreement, and other
conditions customary for transactions of this type.
The description of the Purchase Agreement set forth above does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Purchase Agreement, which is filed with this Current Report on Form 8-K as
Exhibit 2.1.
The Purchase Agreement, which has been included to provide investors with
information regarding its terms, contains representations and warranties of each
of the parties. The assertions embodied in those representations and warranties
are qualified by information in confidential disclosure schedules that the
parties delivered to each other in connection with the execution of the Purchase
Agreement. In addition, certain representations and warranties were made as of a
specific date, may be subject to a contractual standard of materiality different
from those generally applicable to shareholders, or may have been used for
purposes of allocating risk between the respective parties rather than
establishing matters as facts. Accordingly, investors should not rely on the
representations and warranties as characterizations of the actual state of
facts, or for any other purpose, at the time they were made or otherwise.
United issued a press release on July 1, 2014, announcing the execution of the
Purchase Agreement. A copy of the press release is attached hereto as Exhibit
99.1.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934,
as amended. In addition to those risk factors listed in United’s Annual Report
on Form 10-K, the following factors could cause the actual results of United’s
operations to differ materially from United’s expectations: a failure to satisfy
the conditions to closing for the Acquisition in a timely manner or at all;
failure of the OSB shareholders to approve the proposed merger; failure to
obtain the necessary governmental approvals for the proposed merger or adverse
regulatory conditions in connection with such approvals; disruption to the
parties’ businesses as a result of the announcement and pendency of the
transaction; and difficulties related to the integration of the businesses
following the merger. United does not assume any duty to update forward-looking
statements.
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Item 7.01 Regulation FD Disclosure.
The information set forth in Item 1.01 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 Stock Purchase Agreement dated July 1, 2014, by and between United
Bancshares, Inc., Ohio State Bancshares, Inc. and Rbancshares, Inc.
99.1 Press release issued by United Bancshares, Inc. on July 1, 2014.
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