Exhibit 2(a)
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made as of July
20, 0000, xxxxxxx XXX XXXX BANKS, a banking corporation chartered under the law
of Ohio ("Oak Hill Banks"), and THE XXXXXX NATIONAL BANK, a national bank that
is chartered under the law of the United States ("Xxxxxx National"). (Oak Hill
Banks and Xxxxxx National are collectively referred to herein as the
"Constituent Corporations.")
RECITALS
A. Oak Hill Banks is a banking corporation organized and existing under
the laws of Ohio and is authorized to issue 1300 shares of common stock,
$1,000.00 par value ("Oak Hill Banks Common"), all of which are issued and
outstanding as of the date hereof and owned by Oak Hill Financial, Inc., an Ohio
corporation ("Oak Hill Financial").
X. Xxxxxx National, as a national bank, is existing under the laws of the
United States. There are 10,000 shares of common stock, $10.00 par value
("Xxxxxx National Common"), and 20,500 shares of preferred stock, $100 par value
("Xxxxxx National Preferred").
C. The respective Boards of Directors of Oak Hill Banks and Xxxxxx
National have approved the merger of Oak Hill Banks into Xxxxxx National
substantially on the terms and conditions contained in this Agreement.
AGREEMENT
In consideration of the foregoing and the mutual promises contained
herein, the parties agree as follows:
1. Merger. Subject to the terms and conditions hereof, and the terms and
conditions contained in a certain Supplemental Agreement, of even date herewith,
among Oak Hill Financial, Oak Hill Banks, and Xxxxxx National (the "Supplemental
Agreement"), which is incorporated herein by reference, Xxxxxx National shall
convert its charter to become a banking corporation chartered under the laws of
Ohio, and at the "Effective Time" (as such term is defined in Section 2 hereof),
Oak Hill Banks shall be merged with and into Xxxxxx National (the "Merger").
Xxxxxx National shall be the surviving corporation in the Merger (the "Surviving
Corporation"), which shall continue its existence under the laws of Ohio
following the consummation of the Merger. At the Effective Time, the separate
existence and corporate organization of Oak Hill Banks shall cease.
2. Effective Time; Effective Date. The Merger shall be effective at 11:59
p.m., local Ohio time (the "Effective Time"), on (i) the day on which this
Agreement and the related Certificate of Merger have been filed in accordance
with the requirements of the laws of Ohio, or (ii) such later date as may be
specified in such Certificate of Merger (the "Effective Date").
3. Name. The name of the Surviving Corporation shall be "Oak Hill Banks."
4. Charter. The Articles of Incorporation of Xxxxxx National in effect at
the Effective Time, which shall be articles of incorporation after its
conversion to an Ohio state chartered bank, shall be the articles of
incorporation of the Surviving Corporation, until amended in accordance with
law.
5. Directors. The directors of the Surviving Corporation shall be Xxxxx X.
Xxxxxxx, Xx., 000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000; Xxxx X. Xxxxx, 000 X.
Xxxxx Xxxxxx, Xxx Xxxx, XX 00000; Xxxx X. Xxxx, 0000 Xxxx Xxxxxx Xx., Xxxxxxx,
XX 00000; Xxxxx Xxxx, 000 Xxxxx Xxxx, Xxxxxxx, XX 00000; Xxx X. Xxxxxx, 0000
Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000; Xxxxx X. Xxxxxx, Xx., 000 Xxxxx Xxxxxx,
Xxxxxxx, XX 00000; Xxxxxxx X. Xxxxx, 00000 Xxxxx Xxxxx 000, Xxx Xxxx, XX 00000;
and Miles X. Xxxxxxxxxx, 00 Xxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000 to serve until
their successors are duly elected and qualified in accordance with the
regulations of the Surviving Corporation and the laws of Ohio.
6. Code of Regulations. The Code of Regulations of Xxxxxx National in
effect at the Effective Time, which shall be the code of regulations after its
conversion to an Ohio state chartered bank, shall be the regulations of the
Surviving Corporation, until amended in accordance with law.
7. Statutory Agent. The name and address of the agent upon whom any
process, notice, or demand against any Constituent Corporation or the Surviving
Corporation may be served is H. Xxxxx Xxxxxxxxxx, 00 Xxxxx Xxxx Xxxxxx, Xxxxx
0000, Xxxxxxxx, Xxxx 00000.
8. Consideration and Treatment of Shares.
(a) Consideration for the transactions contemplated hereby shall be
$5,500,000 paid by Oak Hill Financial to the Common and Preferred shareholders
of Xxxxxx National. Oak Hill Financial first shall be paid Oak Hill Financial's
Reimbursed Expenses and then the Litigation Reserve shall be funded.
Consideration in the amount of $2,050,000, plus any accrued but unpaid
dividends, shall then be paid to the holders Xxxxxx National Preferred as set
forth in Section 8(c). The remaining amount of the consideration shall then be
paid to the holders of Xxxxxx National Common as set forth in Section 8(d).
(b) All shares of Oak Hill Banks Common that are issued and
outstanding immediately prior to the Effective Time shall continue to be issued
and outstanding shares of Surviving Corporation at and after the Effective Time.
(c) At the Effective Time, prior to the payment of the consideration
for the Xxxxxx National Common, the shares of Xxxxxx National Preferred issued
and outstanding immediately prior to the Effective Time shall be cancelled by
virtue of the Merger and without further action on the part of the holders
thereof, and each owner thereof shall receive cash for each share owned in the
amount of $2,050,000 divided by 20,500, plus any accrued but unpaid dividends;
or
(d) At the Effective Time, after the payment of the consideration
for Xxxxxx National Preferred, shares of Xxxxxx National Common issued and
outstanding immediately prior to the Effective Date shall be cancelled by a
virtue of the Merger without further action in the part of the holder thereof,
and each owner thereof shall receive cash for each share owned determined by
dividing the remaining amount of the consideration by 10,000.
(e) Each outstanding share of Xxxxxx National Common held by a
person who has demanded and perfected a right to relief as a dissenting
shareholder under Ohio Revised Code Section 1701.85 (the "Dissenters' Rights
Law") and who has not effectively withdrawn or lost such right ("Dissenting
Shares") shall not receive the cash provided pursuant to subsection 8(b) hereof,
but the holder thereof shall be entitled only to such rights as are granted by
the Dissenters' Rights Law. Each holder of Dissenting Shares who becomes
entitled to relief as a dissenting shareholder under the Dissenters' Rights Law
with respect to such holder's shares of Xxxxxx National Common shall receive
payment therefor from Oak Hill Financial in accordance with the provisions of
the Dissenters' Rights Law. If any holder of Xxxxxx National Common who demands
relief as a dissenting shareholder under the Dissenters' Rights Law with respect
to such holder's shares of Xxxxxx National Common shall effectively withdraw or
lose (through failure to perfect or otherwise), the right to such relief, each
share of Xxxxxx National Common held by such holder shall be converted into the
right to receive cash per share determined pursuant to subsection 8(d) hereof.
9. Effect of the Merger.
(a) At the Effective Time, the effect of the Merger shall be as
provided by the applicable provisions of the laws of Ohio. Without limiting the
generality of the foregoing, and subject thereto, at the Effective Time, the
separate existence of Oak Hill Banks shall cease; all assets and property (real,
personal, and mixed, tangible and intangible, choses in action, rights, and
credits) then owned by each Constituent Corporation, or which would inure to
either of them, shall immediately, by operation of law and without any
conveyance, transfer, or further action, become the assets and property of the
Surviving Corporation. All rights and obligations of the Constituent
Corporations shall remain unimpaired and the Surviving Corporation shall succeed
to all such rights and obligations.
(b) From time to time, as and when requested by the Surviving
Corporation or by its successors, the officers and directors of Xxxxxx National
in office at the Effective Time shall execute and deliver such instruments and
shall take or cause to be taken such further or other action as shall be
necessary in order to vest or perfect in the Surviving Corporation, or to
confirm of record or otherwise, title to, and possession of, all the assets,
property, interests, rights, privileges, immunities, powers, franchises, and
authority of Xxxxxx National and otherwise to carry out the purposes of this
Agreement.
10. Offices. The principal executive offices of the Surviving Corporation
shall be located at 00000 Xxxxx Xxxxx 00, Xxxxxxx, Xxxx 00000.
11. Shareholder Approval. This Agreement shall be submitted to the
shareholders of Xxxxxx National for adoption as soon as reasonably practicable
following the execution of this Agreement.
12. Additional Agreements. Subject to the terms and conditions provided in
this Agreement, the parties hereto shall use their reasonable best efforts to
take, or cause to be taken, all actions and to do, or cause to be done, all
things necessary, proper, or advisable under applicable laws and regulations to
consummate and make effective, as soon as reasonably practicable, the
transactions contemplated by this Agreement, subject, however, to the adoption
of this Agreement by the shareholders of Xxxxxx National and the receipt of all
required regulatory approvals.
13. Amendment. At any time prior to the Effective Time, the parties hereto
may amend, modify, or supplement this Agreement by mutual agreement authorized
by their respective boards of directors, whether before or after the
shareholders of Xxxxxx National have adopted this Agreement; provided, further,
that this Agreement may not be amended, modified, or supplemented, except by an
instrument in writing executed and delivered by each of the parties hereto.
14. Termination. Unless extended by the mutual agreement of the parties
hereto, this Agreement may be terminated, notwithstanding the adoption thereof
by the shareholders of Xxxxxx National, in the manner and under the
circumstances set forth in the Supplemental Agreement.
15. Entire Agreement. This Agreement, the Supplemental Agreement, and any
exhibits hereto or thereto constitute the entire agreement among the parties
with respect to the subject matter thereof and supersede all prior agreements
and understandings, oral or written, among the parties with respect to such
subject matter and no party shall be liable or bound to the others in any manner
by any covenants, representations, or warranties except as specifically set
forth herein or therein.
16. Titles and Subtitles. The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or
interpreting this Agreement.
17. Assignment. Neither this Agreement nor any rights, interests, or
obligations hereunder shall be assigned or transferred by operation of law or
otherwise by any of the parties hereto without the prior written consent of the
other parties.
18. Benefit. Nothing in this Agreement, express or implied, is intended to
confer upon any person or entity other than the parties hereto and their
successors in interest any rights or remedies under or by reason of this
Agreement.
19. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original for all purposes, but
such counterparts taken together shall constitute one and the same instrument.
20. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of Ohio without regard to its conflict of laws
principles.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
OAK HILL BANKS
By:
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Xxxxx X. Xxxxxx Xx. President
THE XXXXXX NATIONAL BANK
By:
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Xxxxxxx X. Xxxxxx, President
