Contacts: Mid Am, Inc.
Dennis L. Nemec
Executive Vice President & CFO
(419) 373-6467
Citizens Bancshares, Inc.
William L. White III
Senior Vice President & CFO
(330) 679-2328 x 2805
Abernathy MacGregor Frank
Steven Bruce
(419) 327-6307
MID AM, INC. AND CITIZENS BANCSHARES, INC.
ANNOUNCE MERGER OF EQUALS
Combination Creates a Leading Financial Institution in Ohio
With Over $4 Billion in Assets
Company Will Rank as 75th Largest Financial Institution Holding
Company in United States In Terms of Market Capitalization
Citizens Bancshares, Inc., Salineville, Ohio (Nasdaq: CICS), and Mid
Am, Inc., Bowling Green, Ohio (Nasdaq: MIAM). May 21, 1998 - Citizens
Bancshares, Inc., and Mid Am, Inc., today announced that their Boards of
Directors have unanimously approved a definitive agreement for a merger of
equals.
The transaction will create one of the leading retail banks in Ohio,
with a market capitalization of $1.3 billion, over $4 billion in assets, 144
branches and over 2,300 employees. The combined company will be the 96th largest
in the United States in terms of total assets, and the 98th largest in terms of
deposits.
The merger will be accomplished through a tax-free exchange of shares
and will be accounted for as a "pooling-of-interests." Mid Am, Inc. shareholders
will receive 0.385 of a share of Citizens Bancshares, Inc. common stock for each
Mid Am, Inc. share owned. The exchange ratio will adjust to 0.770 on June 1,
1998, the effective date of a previously announced 2-for-1 split of Citizens
Bancshares, Inc. shares. Based on the closing price of Citizens Bancshares, Inc.
shares of $72.75 on May 20, 1998 on the Nasdaq National Market System, the
combined company would have an aggregate market capitalization of $1.3 billion.
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"We are both high-performance 'super-community banks,' with very
similar business and operating philosophies," said Marty E. Adams, President and
CEO of Citizens Bancshares, Inc. and David R. Francisco, President and COO of
Mid Am, Inc., in a joint statement. "We know each other well, and our companies
are a strategic fit. By joining forces, we can both further our business
strategies through expanding the products we offer our customer base, reducing
our cost of doing business, and competing more effectively against the
mega-banks that operate in our region. We are absolutely complementary
organizations, and this is a merger of equals in every sense of the word. We
believe this transaction significantly enhances the interests of both sets of
shareholders and will benefit our respective customers, employees and the
communities we serve.
"We will take the best practices and products from both institutions so
that we can expand very quickly what we offer our customers in Ohio, Michigan,
Western Pennsylvania and West Virginia. We believe this merger will lead to
further growth and thus to expanded career opportunities for our employees and
an enhanced role in the communities we serve."
The new company will assume a new name at closing, not related to the
current name of either institution. Corporate headquarters will be located in
Bowling Green, Ohio, and the new company will maintain its operating presence in
Salineville, Ohio.
The new company's board of directors will include eleven
representatives of each institution. A newly-formed executive committee will
also have equal representation from each company.
David R. Francisco will become Chairman and Chief Executive Officer of
the combined company. Marty E. Adams will become President and Chief Operating
Officer. Under the terms of the transaction, Mr. Adams will succeed Mr.
Francisco as Chief Executive Officer on the fifth anniversary of the closing. In
the interim, Mr. Adams will be primarily responsible for the company's
commercial banking operations and related acquisitions. Edward J. Reiter of Mid
Am, Inc. will become Senior Chairman and Chairman of the Executive Committee.
James C. McBane of Citizens Bancshares, Inc. will become Vice Chairman.
Mr. Reiter said, "The transaction not only has great strategic
opportunities for our combined companies, it also allows a new generation of
leadership to take charge of the organization and me to enjoy a supporting role
working for the success of this merger."
Mr. McBane added that "This merger of equals transaction is a win-win
situation for both institutions and their shareholders, employees and
communities they serve."
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The combined company expects the merger to create cost reductions and
revenue enhancements sufficient to achieve significant earnings per share
accretion of 1999, the first full year of post-merger operations.
Cost reductions of approximately 8% to 10% of the combined company's
non-interest expense will be achieved primarily through consolidation of back
office operations. Because there is no geographic overlap between the companies,
there will be no merger-related branch closings. It is anticipated that any
reductions in the combined company's workforce will be achieved through normal
attrition. Revenue enhancements will result primarily from cross-selling each
company's products and services to the other's customer base. The combined
company intends to take a one-time pre-tax restructuring charge to cover the
expenses of the transaction between $20 million and $30 million prior to
closing.
The combined company expects to pay dividends at an annual rate of
$1.66 per share. This is the equivalent to Mid Am, Inc.'s current indicated
dividend rate of $0.64 per share, and represents an increase of 34% in Citizens
Bancshares, Inc.'s current dividend of $1.24 per share. Each of Citizens
Bancshares, Inc. and Mid Am, Inc. has granted to the other an option on 19.9% of
its outstanding common stock. The definitive agreement contains no collars or
walk-aways.
The merger is subject to normal regulatory approvals and to the
approval of the shareholders of both companies. Closing is expected in the
fourth quarter of 1998.
Citizens Bancshares, Inc. was advised by the investment banking firm of
Sandler O'Neill & Partners, L.P., and the law firms of Skadden, Arps, Slate,
Meagher & Flom and Squire, Sanders & Dempsey. Mid Am, Inc. was advised in the
transaction by the investment banking firm of McDonald & Company Securities,
Inc., and the law firm of Sullivan & Cromwell.
Citizens Bancshares, Inc., headquarter in Salineville, Ohio, is a $1.8
billion bank holding company and the parent of Freedom Financial Life Insurance
Company, Freedom Express, Inc., The Citizens Banking Company, which has 48
banking locations in six Ohio counties, Century National Bank, which has 13
banking locations in two Pennsylvania counties, and First National Bank of
Chester located in northern West Virginia.
Mid Am, Inc. is a $2.2 billion diversified financial services holding
company headquartered in Bowling Green, Ohio. The Company's banking affiliates
include Mid American National Bank and Trust Company, Toledo, Ohio; First
National Bank Northwest Ohio, Bryan, Ohio; American Community Bank, N.A., Lima,
Ohio; AmeriFirst Bank, N.A., Xenia, Ohio; and Adrian State Bank, Adrian,
Michigan. The Company's financial service affiliates include Mid Am Recovery
Services, Inc.,
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Clearwater, Florida; MFI Investments Corp., Bryan, Ohio; Mid Am Credit Corp.,
Columbus, Ohio; Mid Am Private Trust, N.A., Cincinnati, Ohio; Mid Am Financial
Services, Inc., Carmel, Indiana; Simplicity Mortgage Consultants, Marion,
Indiana; Mid Am Title Insurance Agency, Inc., Adrian, Michigan; and Mid Am
Information Services, Inc., Bowling Green, Ohio.
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The information contained in this press release contains
forward-looking statements regarding expected future financial performance which
are not historical facts and which involve risks and uncertainties. Actual
results and performance could differ materially from those contemplated by these
forward-looking statements.
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