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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT - CITIZENS BANKING CONTACT - CB FINANCIAL
CORPORATION CORPORATION
John W. Ennest, Vice Chairman, Brian D. Bell, Chairman and Chief
Chief -Financial Officer and Treasurer Executive officer
(810) 257-2557 (517) 788-2706
TRADED: Nasdaq SYMBOL: CBCF
JANUARY 27, 1997
CITIZENS BANKING CORPORATION AND
CB FINANCIAL CORPORATION
ANNOUNCE AGREEMENT TO MERGE
FLINT AND JACKSON, MICHIGAN - Robert J. Vitito, President and Chief Executive
Officer of Citizens Banking Corporation and Brian D. Bell, Chairman and Chief
Executive Officer of CB Financial Corporation, today announced the signing of a
definitive agreement under which Citizens will acquire CB Financial in a
stock-for-stock merger transaction. The transaction is subject to approval by
regulatory authorities, the shareholders of both Citizens Banking Corporation
and CB Financial Corporation, and the satisfactory completion of due diligence
procedures by Citizens. The merger is expected to be completed by the end of
the second quarter of 1997.
Mr. Vitito said, "We are very pleased to have such a fine company join us.
With a strong presence in the Jackson, Charlevoix, St. Johns/Lansing markets,
CB Financial's three banks represent outstanding additions to our family of
community banks. This transaction gives us access to several attractive
markets, providing more opportunity for future growth. Our company will have
more resources to invest in the information and other technologies needed to be
a successful competitor. We are enthusiastic about the market, strategic and
financial synergies that the merger affords us. We look forward to working
with the management team at CB Financial toward achieving strategic goals."
Speaking on behalf of CB Financial Corporation, Mr. Bell commented, "Citizens
Banking Corporation and CB Financial Corporation share a strong community
banking philosophy. Joining Citizens' family of community banks greatly
enhances the services, distribution networks and other resources available to
the customers of CB Financial Corporation." Further, Mr. Bell said "We believe
our merger with Citizens provides significant opportunity for our shareholders
to achieve long-term strategic value."
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Highlights of the merger and the resulting company are as follows:
- - Citizens will issue approximately 4,170,000 shares of its common stock in
exchange for all the outstanding shares of CB Financial Corporation. Each
share of CB Financial Corporation common stock will be exchanged for
approximately 1.489 shares of Citizens Banking Corporation common stock.
The transaction will be accounted for as a pooling of interests, and is
anticipated to be tax-free for federal income tax purposes.
- - The combined entity will have total assets of $4.310 billion, including
loans of $3.230 billion and total deposits of $3.601 billion. The
resulting company will be well capitalized with total shareholders' equity
of $390 million.
- - CB Financial's three community banks will be merged into, and operate under
the name of, Citizens Bank. Significant economies of scale are anticipated
as a result of operating under a single charter.
- - Citizens has a leading share in many of the markets in which it operates.
The merger will add community banks with a major share of the Jackson
market and a leading presence in the growing Charlevoix and St. Johns/
Lansing areas. Citizens' assets in the greater Lansing market will double
as a result of the merger.
- - Citizens and CB Financial have extensive complementary product lines and a
diverse client base in Michigan and Illinois. The combined company will
operate a distribution network with banking offices in 21 Michigan
counties, 123 ATM units and extensive telephone banking capabilities.
CB Financial Corporation is the parent company of City Bank and Trust Company
in Jackson, City Bank in St. Johns/Lansing and CB North in Charlevoix. The
Corporation's banking subsidiaries offer a wide range of retail, corporate and
trust services through offices in northwest and central Michigan. In 1996, CB
Financial recorded net income before restructuring charges of $7,191,000, an
increase of 15.1% over 1995. The company's latest quarterly dividend of $0.30
per share represents the 242nd consecutive dividend paid by the Corporation and
its predecessor, City Bank and Trust Company.
Citizens Banking Corporation operates 93 offices in Michigan and in suburban
Chicago, Illinois, providing a full range of financial services to a broad
customer base. The year 1996 marked the fourteenth consecutive year of higher
net operating income for Citizens and the thirteenth consecutive year of
increased cash dividends to its shareholders. In 1996, Citizens earned
$37,421,000, up 11.4% from 1995. Earnings per share were $2.55, an increase of
10.9% from 1995. Citizens' returns on average equity and average assets for
1996 improved to 12.31% and 1.08%, respectively, up from 12.10% and 1.02%,
respectively, in 1995.
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Pro Forma Financial Data
December 31, 1996
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(Dollars in thousands) Citizens Banking CB Financial Pro Forma
Corporation Corporation
At Period End:
Total assets $3,483,850 $826,235 $4,310,085
Total earning assets 3,213,029 696,271 3,909,300
Total loans 2,620,731 609,021 3,229,752
Total deposits 2,864,701 735,849 3,600,550
Total shareholders' equity 315,242 78,238 393,480
Financial Ratios:
Earning assets to total assets 92.23% 84.27% 90.70%
Loans to deposits 91.48 82.76 89.70
Shareholders' equity to total assets 9.05 9.47 9.13