Exhibit 99
For Immediate Release
November 23, 1999
NEWS RELEASE
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Steven R. Lewis Earl T. Kissell
President and Chief Executive Officer President and Chief Executive Officer
First Place Financial Corp. Ravenna Savings Bank
185 E. Market Street 218 West Main Street
Warren, OH 44482 Ravenna, OH 44266
(330) 373-1221 (330) 296-3874
First Place Financial Corp. and
Ravenna Savings Bank Sign Definitive Agreement
Warren, Ohio -First Place Financial Corp. (Nasdaq National Market "FPFC")
and Ravenna Savings Bank jointly announced today the signing of a definitive
agreement for the acquisition of Ravenna by First Place. FPFC, the holding
company for First Federal Savings and Loan Association of Warren, is
headquartered in Warren and specializes in community banking through eleven full
service offices located in Trumbull and Mahoning Counties as well as six loan
production offices located throughout northeast Ohio. Ravenna has five offices
located in Portage, Summit and Medina Counties. Upon completion of the merger,
Ravenna Savings Bank will be merged into First Federal Savings and Loan
Association of Warren.
Under the terms of the agreement, FPFC will exchange 2,033 shares (the
"Exchange Ratio") of its common stock for each of the 1,000 outstanding shares
of Ravenna Savings Bank stock. Based on FPFC's closing price of $11.50 on
November 22, 1999 and assuming the exercise of all of Ravenna Savings Bank's 30
outstanding options, the transaction would be valued at $24.08 million.
Depending on market conditions, FPFC may elect to repurchase up to 100
percent of the shares to be issued in the transaction. FPFC has already received
permission from the Office of Thrift Supervision (OTS) to conduct these open
market purchases. Additionally, FPFC will immediately begin the 5 percent stock
repurchase program previously announced on July 28, 1999. Based on projected
cost savings and the repurchase of stock issued in the transaction, FPFC expects
the transaction to be accretive to earnings in the first year.
The merger, which will be accounted for as a purchase, is expected to be
consummated in the second quarter of 2000, pending approval by Ravenna's
Shareholders, regulatory approval and other customary conditions of closing. The
transaction is expected to be a "tax-free" reorganization for federal income tax
purposes.
If the average daily closing price of FPFC for the twenty consecutive
trading days ending five trading days prior to closing is less than $9.00 and
FPFC's stock has underperformed the SNL Thrift Index over the same period,
Ravenna Savings Bank will have the right to terminate the agreement. However,
should this occur, FPFC will have the option to increase the Exchange Ratio so
that Ravenna's shareholders will receive $18,400 per share in equivalent value
of FPFC stock.
At September 30, 1999, Ravenna Savings Bank had total assets of $200.1
million, deposits of $123.2 million and shareholders' equity of $12.0 million.
For the quarter ended September 30, 1999, Ravenna Savings Bank reported net
income of $466,000 with an annualized return on assets of 0.94 percent and a
return on shareholders' equity of 15.24 percent.
At September 30, 1999, FPFC had total assets of $796.0 million, deposits of
$438.7 million and shareholders' equity of $152.0 million. For the quarter ended
September 30, 1999, FPFC reported net income of $2.4 million with an annualized
return on assets of 1.27 percent and a return on shareholders' equity of 6.21
percent.
Steven R. Lewis, President and Chief Executive officer of FPFC stated, "We
are very pleased to announce this merger with Ravenna Savings Bank. We are
impressed with the way in which the management and Board of Directors has
operated Ravenna Savings and served their communities over the
years. The acquisition is consistent with our previously stated growth plans and
provides First Place an opportunity to expand into attractive, high growth
markets. This is an important step in our efforts to leverage our capital and
improve our return on equity. We will now have a $1 billion bank that will be
well positioned to pursue other growth opportunities. We look forward to
welcoming Ravenna's customers and employees."
Earl T. Kissell, President and Chief Executive Officer of Ravenna Savings
Bank, stated, "We believe that this transaction will benefit our shareholders,
customers, employees and community. Our shareholders will realize significant
benefits from the increased liquidity and market value this combination
provides. First Place is one of northeast Ohio's premier community financial
institutions and offers a broad array of products that meet the needs of our
customers. Also, our employees will have the opportunity to grow and prosper as
part of a larger company. As part of First Place we will be in a stronger
competitive position in the years ahead."
McDonald Investments Inc. is serving as Ravenna Savings Bank's financial
advisor and has delivered a fairness opinion to its Board of Directors. Charles
Webb and Company, a division of Keefe, Bruyette and Woods, Inc., is serving as
FPFC's financial advisor and has delivered a fairness opinion to its Board of
Directors.
This presentation contains certain estimates and projections regarding the
combined company following the merger. These estimates and projections
constitute forward-looking statements (within the meaning of the Private
Securities Litigation Reform Act of 1995), which involve significant risks and
uncertainties. Actual results may differ materially from the results discussed
in these forward-looking statements. Internal and external factors that might
cause such a difference include, but are not limited to: (1) expected cost
savings from the mergers cannot be fully realized or realized within the
expected time frame; (2) revenues following mergers are lower than expected; (3)
competitive pressures among depository institutions increase significantly; (4)
costs or difficulties related to the integration; (5) changes in the interest
rate environment reduce net interest income; (6) general economic conditions
deteriorate, eith nationally or in the states in which the combined company will
be doing business; and (7) legislation or regulatory changes adversely affect
the businesses in which the combined company would be engaged.
First Place Financial Corp.'s Acquisition of Ravenna Savings Bank
Summary Fact Sheet
Announcement Date: November 23, 1999
Deal Structure: Purchase accounting
Tax-free exchange
Due diligence completed
Definitive agreement signed
$1,000,000 break-up fee
Terms: 2,033 shares of FPFC common for each share of Ravenna
Savings. Ravenna has the option to terminate the
transaction if FPFC's average price over the twenty day
trading period ending five trading days prior to
closing is below $9.00 and has also underperformed the
SNL Thrift Index. FPFC would have the option of
increasing the Exchange Ratio so that Ravenna's
shareholders receive $18,400 per share in equivalent
value of FPFC stock should this occur.
Timing: Subject to normal regulatory approval and approval by
Ravenna's shareholders.
Closing expected in the second quarter of 2000.
Pricing: Aggregate transaction value/(a)/ $24.08 million
Price to fully diluted book value (9/30/99) 194.7 percent
Price to last 12 months earnings 14.6x
FPFC shares issues/(b)/ 2,093,990
(a) Based upon the closing price of FPFC $11.50 on November 22,
1999
(b) Assumes the exercise of Ravenna's 30 outstanding
options. FPFC intends to repurchase a portion of
stock to be issued in the merger in the open
market prior to closing.
Transaction Rationale:
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. Represents logical contiguous expansion into complementary, higher growth
markets.
. Enhances FPFC's mortgage banking capabilities through Ravenna's secondary
market operations.
. Provides FPFC the opportunity to enhance Ravenna's net interest margin
through the introduction of consumer loan products and additional core
deposits.
. Enables FPFC to more effectively utilize its excess capital and enhance
return on equity as the result of Ravenna's growth potential.
. Provides FPFC with the ability to leverage costs of retail banking over a
larger base.
. Results in a transaction that FPFC expects to be accretive to earnings per
share in the first year.
First Place Financial Corp.'s Acquisition of Ravenna Savings Bank
Pro Forma Combined Fact Sheet
September 30, 1999
($ In thousands except per share)
FPFC Ravenna Pro Forma
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Total assets $ 795,908 $ 200,106 $ 996,014
Loans receivable " net 491,282 150,280 641,562
Deposits 438,681 123,246 561,927
Shareholders' equity 151,964 11,965 163,929
Equity/assets 19.1% 6.0% 16.5%
Return on average assets /(a)/ 1.27% 0.94% 1.12%
Return on average equity /(a)/ 6.21% 15.24% 6.39%
Nonperforming assets to assets 0.23% 1.33% 0.45%
LTM net charge-offs/average loans 0.20% 0.05% 0.17%
Earnings per share /(c)/ $ 0.24 $ 466 $ 0.22
Book value per share $ 15.26 $ 11,965 $ 13.60
Shares outstanding /(b)/ 11,241,250 1,000 13,335,240
Market Capitalization ($MM) /(d)/ 129,274 N/A $ 153,355
Offices 17 5 22
(a) Annualized quarter ended September 30, 1999. Pro forma numbers do not
include merger synergies or any planned open market repurchases.
(b) Pro forma number assumes exercise of Ravenna's 30 outstanding stock options
and does not take into effect any planned open market repurchases.
(c) Quarter ended September 30, 1999. Pro forma numbers do not include merger
synergies or any planned open market repurchases which FPFC anticipates will
make the transaction accretive.
(d) Based upon FPFC closing price on November 22, 1999.