Section 2 – Financial Information
Item 2.01Completion of Acquisition or Disposition of Assets.
On January 31, 2020, First Defiance Financial Corp. (“FDEF”) completed its previously announced merger transaction (the “Merger”) with United Community Financial Corp., an Ohio corporation (“UCFC”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 9, 2019, by and between FDEF and UCFC. At the effective time of the Merger (the “Effective Time”), UCFC merged with and into FDEF, with FDEF surviving the Merger.
Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of common stock, no par value per share, of UCFC (“UCFC Common Stock”) issued and outstanding immediately prior to the Effective Time (except for certain shares held by UCFC or FDEF) was converted into the right to receive 0.3715 shares (the “Exchange Ratio”) of common stock, par value $0.01 per share, of FDEF (“FDEF Common Stock”). No fractional shares of FDEF Common Stock were issued in the Merger, and UCFC’s shareholders became entitled to receive cash in lieu of fractional shares. Each outstanding share of FDEF’s common stock remained outstanding and was unaffected by the Merger.
At the Effective Time, each outstanding and unexercised UCFC stock option fully vested and converted automatically into a fully vested option to purchase shares of FDEF Common Stock, with the number of underlying shares and per share exercise price of such option adjusted to reflect the Exchange Ratio. Each outstanding UCFC restricted stock award and performance restricted stock unit award, whether vested or unvested, fully vested and was cancelled and converted at the Effective Time into the right to receive 0.3715 shares of FDEF Common Stock for each share of UCFC Common Stock underlying such award (with the satisfaction of any applicable performance goals determined by the UCFC board of directors prior to the Effective Time in accordance with the applicable award agreement and excluding any costs related to the Merger).
Immediately following the Merger, UCFC’s wholly owned bank subsidiary, Home Savings Bank, an Ohio state-chartered bank, merged with and into FDEF’s wholly owned bank subsidiary, First Federal Bank of the Midwest (“First Federal”), with First Federal surviving the merger. Immediately prior to the merger of the banks, First Federal converted into an Ohio state-chartered bank. In addition, immediately following the merger of the banks, UCFC’s wholly owned insurance subsidiaries, HSB Insurance, LLC and United American Financial Services, Inc., each merged with and into FDEF’s wholly owned insurance subsidiary, First Insurance Group of the Midwest, Inc., with First Insurance Group of the Midwest, Inc. surviving the mergers.
The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, included as Exhibit 2.1 to the Current Report on Form8-K that was filed by FDEF on September 10, 2019, and incorporated herein by reference.
Section 3 – Securities and Trading Markets
Item 3.03Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 regarding FDEF’s Amended and Restated Articles of Incorporation and the adoption of FDEF’s Amended and Restated Code of Regulations is incorporated by reference into this Item 3.03.
Section 5 – Corporate Governance and Management
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the closing of the Merger, FDEF filed its Amended and Restated Articles of Incorporation with the Ohio Secretary of State, which became effective on January 31, 2020. The Amended and Restated Articles of Incorporation restate into one document prior amendments approved by FDEF and its shareholders and that were
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