UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 1, 2022 (
(Exact name of registrant as specified in its charter)
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| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On July 1, 2022, Civista Bancshares, Inc. (“Civista”) consummated the merger of (i) Comunibanc Corp. (“Comunibanc”) with and into Civista and (ii) Henry County Bank, an Ohio banking corporation and wholly-owned subsidiary of Comunibanc, with and into Civista Bank, an Ohio chartered commercial bank and wholly-owned subsidiary of Civista (the “Merger”), in accordance with the Agreement and Plan of Merger, dated as of January 10, 2022, by and between Civista and Comunibanc (the “Merger Agreement”).
Pursuant to the terms of the Merger Agreement, each share of Comunibanc common stock was converted into the right to receive $30.13 in cash and 1.1888 Civista common shares. Cash will be paid in lieu of fractional shares.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to Civista’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2022.
| Item 8.01 | Other Events |
On July 1, 2022, Civista issued a press release announcing the consummation of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit |
Description of Exhibit | |
| 99.1 | Closing Press Release, dated July 1, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Civista Bancshares, Inc. | ||||||
| Date: July 1, 2022 | /s/ Todd A. Michel | |||||
| Todd A. Michel, | ||||||
| Senior Vice President & Controller | ||||||