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Exhibit 99
N E W S R E L E A S E
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Xxxx X. Xxxx D. Xxxxx Xxxx
President and CEO President and CEO
Oak Hill Financial, Inc. Unity Savings Bank FOR IMMEDIATE RELEASE
14621 S R 00 000 Xxxx Xxxx Xxxxxx XXXXX 00, 0000
Xxxxxxx, XX 00000 XxXxxxxx, XX 00000
(000) 000-0000 (000) 000-0000
OAK HILL FINANCIAL, INC. AND
UNITY SAVINGS BANK SIGN DEFINITIVE AGREEMENT
XXXXXXX AND MCARTHUR, OHIO - Oak Hill Financial, Inc. (Nasdaq NMS:
OAKF) and Unity Savings Bank ("Unity") jointly announced today the signing of a
definitive agreement for the acquisition of Unity by Oak Hill.
Under the terms of the agreement, Oak Hill will exchange 8.5 shares
(the "Exchange Ratio") of its common stock for each of the 93,250 shares of
Unity stock. Based on the average of Oak Hill's closing bid and asked price of
$14.75 on April 28, 1997, the transaction would be valued at $125.38 per share
of Unity stock, or approximately $11.7 million. The merger, which will be
accounted for as a pooling of interests, is expected to be consummated during
the third quarter of 1997, pending Oak Hill and Unity shareholder approval,
regulatory approval, and other customary conditions of closing. The transaction
is expected to be a tax-free reorganization for federal income tax purposes.
The Exchange Ratio will be fixed at 8.5 provided that the average of
the bid and asked prices of Oak Hill for the twenty days ending three days
prior to closing (the "Average Price") is less than $16.03. If Oak Hill's
Average Price is above $16.03 prior to closing, the Exchange Ratio will be
adjusted downward to give an equivalent value of Unity shares of $136.25, or
approximately $12.7 million. If the Average Price of Oak Hill is below $11.85
per share and OAKF has underperformed the SNL Securities Bank Index, Unity will
have the right to terminate the agreement. If the Average Price of Oak Hill is
below $11.15 per share, Unity will have the right to terminate the agreement,
regardless of the performance of the SNL Bank Index. Unity has agreed to pay
Oak Hill a break-up fee of $325,000 upon the occurrence of certain events. X.
Xxxxx Xxxx, President and CEO of Unity, will become a member of the Oak Hill
Financial Board of Directors and a Senior Vice President of Oak Hill upon
closing.
Regarding the proposed merger, Xxxx stated, "We believe that this
transaction will benefit our shareholders, customers and employees. Having Oak
Hill Financial stock will enhance the liquidity for our shareholders. Also, our
customers can expect us to offer additional banking products and services, and
our employees can grow and prosper as part of a larger and more rapidly growing
company."
Xxxx added that one of the key benefits of the merger is the fit
between the Southeastern Ohio market areas served by the two banks. "We think
that this is an excellent match geographically," Xxxx said. "Our primary
markets are in Vinton County and Gallia County (Ohio), both of which are
contiguous to Oak Hill's home base in Xxxxxxx County." He added that Unity also
has an office in the Xxxxxxx County community of Wellston, where Oak Hill
currently does not have a banking facility.
OAK HILL FINANCIAL, INC./UNITY SAVINGS BANK -- 4/29/97
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Xxxx X. Xxxx, President and CEO of Oak Hill, added, "We are very
pleased to be joining forces with Unity Savings. We are very impressed with the
way in which the people at Unity have operated the bank and served their
communities over the years."
Xxxx noted that the merger fits well with the growth orientation of
both banks. "We have a strong history of growth," Xxxx said, noting that Oak
Hill's total assets have increased from $123 million at the end of 1991 to
almost $263 million at March 31, 1997. "Unity has also been on a growth track,
with an increase in total assets of over 12 percent in 1996. This merger is an
exciting growth opportunity for both of our organizations."
At March 31, 1997, Oak Hill had total assets of $262.8 million,
deposits of $227.2 million, and shareholders' equity of $23.6 million. Oak Hill
reported net income of $900,000 (or $.31 per share) for the first quarter of
1997, with an annualized return on assets of 1.44% and an annualized return on
shareholders' equity of 15.63%.
At the same date, Unity had total assets of $65.1 million, deposits of
$48.1 million, and shareholders' equity of $7.5 million. Unity's net income for
the quarter ended March 31, 1997 was $198,000 (or $2.12 per share) with an
annualized return on assets of 1.22% and an annualized return on shareholders'
equity of 10.50%.
XxXxxxxx & Company Securities, Inc. is serving as Unity's financial
advisor and Trident Financial Corporation is serving as Oak Hill's financial
advisor in connection with the transaction.
OAK HILL FINANCIAL, INC./UNITY SAVINGS BANK -- 4/29/97
