First Commonwealth tot acquire CenterGroup Financial in all-stock transaction

First Commonwealth (FCF) Financial Corporation, the holding company for First Commonwealth Bank, and CenterGroup Financial, the holding company for CenterBank, jointly announced the signing of an Agreement and Plan of Merger providing for the merger of CenterGroup with and into First Commonwealth in an all-stock transaction valued at approximately $54.6M in the aggregate, based upon the closing stock price of First Commonwealth as of December 17, 2024. Following the merger of CenterGroup with and into First Commonwealth, CenterBank will merge with and into First Commonwealth Bank. The business combination will significantly increase First Commonwealth’s presence in the Cincinnati market, adding approximately $348.4M of total assets, 3 branch locations, a loan production office and a mortgage office to First Commonwealth’s Cincinnati franchise. The transaction helps further First Commonwealth’s commercially focused strategy within the Cincinnati market by adding a customer base that is 65% business. Under the terms of the Agreement, which has been approved by the boards of directors of both companies, CenterGroup shareholders will be entitled to receive a fixed exchange ratio of 6.10 shares of First Commonwealth common stock for each CenterGroup common share. The merger is expected to qualify as a tax-free reorganization and is expected to be completed in the first half of 2025, subject to certain closing conditions, including approval by CenterGroup shareholders and customary bank regulatory approvals.