First Financial Bancorp (FFBC) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition of Westfield Bancorp expands presence in Northeast Ohio, tripling loan commitments and adding $1.5 billion in local deposits, while broadening the client base and enhancing access to attractive markets.

• Builds on existing commercial banking and wealth management operations, adding retail, commercial, insurance agency, and private banking services.

• Westfield's specialty lines and premium brand align with existing business, enhancing market position as an alternative to large banks.

• Strong cultural alignment and similar lending/credit administration approaches support integration, with both entities pursuing core strengths.

• Commitment to community demonstrated by a $500,000 donation to local organizations in the acquired bank's markets.

Financial terms and conditions

• Transaction valued at $325 million, structured as approximately 80% cash ($260 million) and 20% stock (approx. 2.75 million shares, $65 million), meeting Ohio Farmers' preference for cash while maintaining strong capital ratios.

• Purchase of 100% of the target's stock from its sole shareholder; shareholder approval from Ohio Farmers received, no approval needed from acquirer's shareholders.

• Transaction is accretive to earnings, with 12% projected accretion and tangible book value earn-back of about 2.9 years.

Synergies and expected cost savings

• 40% cost savings assumption built in, with 75% realized in 2026 and fully phased in by 2027.

• No revenue synergies included in modeling, but future opportunities anticipated from expanded product offerings and client base.