FCN Banc Corp. and DSA Financial Corporation Announce Definitive Agreement to Merge

BROOKVILLE, Ind. and LAWRENCEBURG, Ind., Sept. 03, 2019 (GLOBE NEWSWIRE) -- FCN Banc Corp., parent company of FCN Bank, N.A. located in Brookville, Indiana and DSA Financial Corporation, parent company of Dearborn Savings Bank located in Lawrenceburg, Indiana announced today the signing of a definitive agreement whereby Dearborn Savings Bank will merge with and into FCN Bank, creating the largest community bank headquartered in southeastern Indiana. Post combination, FCN will continue to serve the communities that both banks have served for over 100 years. The transaction is expected to close during the first quarter of 2020, subject to customary regulatory approval and completion of closing conditions. Upon completion of the merger two directors from Dearborn Savings Bank will be appointed to FCN’s board.

The combination will add approximately $132 million in assets, $101 million in loans, and $107 million in deposits to FCN Bank. The transaction is valued at approximately $18.3 million. Under the terms of the merger agreement, DSA common shareholders will have the right to receive either $13.75 in cash or 0.3819 share of FCN common stock for each share of DSA common stock they hold. Shareholder elections will be subject to adjustment so that at least 40% but in no event more than 50% of the total consideration will be paid with FCN common stock, with the remainder to be paid in cash. Only accredited investors will have the option to elect to receive FCN common shares.

Thomas Horninger, President and Chief Executive Officer of FCN Bank, commented on the announcement: “Today as community banks face ever-increasing challenges to remain independent, it is exciting to see our institutions combine to face these challenges together. There is such a commonality between FCN and Dearborn Savings Bank in our cultures, and our commitments to serve our customers and communities. Together we can continue to offer great products and service options, along with experienced bankers to compete with the bigger banks, while still maintaining the community values that our customers have grown accustomed to. We look forward to working together to continue this legacy as the premier community bank in the region.” 

David P. Lorey, Chairman of Dearborn Savings Bank added, “Together with our employees, we are excited to lead this well-established institution into a new chapter. Dearborn Savings Bank has a proud history that stretches back 129 years. We have built our reputation on trust, security, confidence and making a positive difference in our community. More, importantly, FCN Bank shares our values and this combination will only enhance the high-level customer service that our customers have come to expect.”

Capital Market Securities, Inc. served as financial advisor to FCN Banc Corp. and SmithAmundsen LLC served as its legal counsel. Sandler O'Neill & Partners, L.P. served as financial advisor to DSA Financial Corporation and Barnes & Thornburg LLP served as its legal counsel.

About FCN Banc Corp.

FCN Banc Corp. is the holding company for FCN Bank, N.A. headquartered in Brookville, Indiana. The bank was founded in 1901 and today has $458 million in total assets and serves the Brookville, Connersville, Sunman, Batesville Indiana, and Harrison, Ohio communities.

About DSA Financial Corporation

DSA Financial Corporation is the holding company for Dearborn Savings Bank located in Lawrenceburg, Indiana. The bank was founded in 1890 and today has $131 million in total assets. From its base in Lawrenceburg, Dearborn Savings Bank serves the Dearborn County community as well as northern Kentucky and Ohio.

Forward Looking Statements

All statements included or incorporated by reference in this document, other than statements or characterizations of historical fact, are forward-looking statements.  Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. Examples of such forward-looking statements include, but are not limited to, references to the anticipated benefits of the proposed transaction and the expected date of closing of the transaction. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially and adversely from those expressed in any forward-looking statement.

The forward-looking statements in this document speak only as of this date. Neither FCN Banc Corp. nor DSA Financial Corporation undertakes any obligation to revise or update publicly any forward-looking statement to reflect future events or circumstances.