Peoples Bancorp Inc. (NasdaqGS:PEBO) signed a definitive agreement and plan of merger to acquire Premier Financial Bancorp, Inc. (NasdaqGM:PFBI) for approximately $290 million on March 26, 2021. Under the terms of agreement, Peoples Bank will acquire Premier Financial in an all-stock merger under which shareholders of Premier will receive 0.58 shares of Peoples common stock for each share of Premier common stock with $19.69 per share i.e. in a transaction valued at approximately $292.3 million. As a part of acquisition, Premier will merge with and into Peoples and Premier Bank and Citizens will subsequently merge with and into Peoples' wholly owned subsidiary, Peoples Bank, and Premier's offices will become branches of Peoples Bank. The ownership status would be 70% Peoples Bancorp and 30% Premier Financial in the combined company. In a related transaction, Peoples Bancorp entered into an Asset Purchase Agreement to acquire assets comprising NSL's equipment finance business and to assume from North Star Leasing Company. In case of termination of the merger, Premier Financial may be required to pay Peoples a termination fee of $11 million. Peoples agreed to expand its Board of Directors by one director and fill the resulting vacancy at, or promptly following, the Effective Time with one current member of the Premier Financial Board of Directors.

The transaction is subject to the satisfaction of customary closing conditions, including regulatory approvals including the approval of the Board of Governors of the Federal Reserve System and the Ohio Division of Financial Institutions, the approval of the shareholders of Peoples and Premier, effectiveness of the registration statement on Form S-4 for the Peoples common shares to be issued in the merger, the holders of not more than 5% of the outstanding Premier Financial common stock shall have perfected their dissenters' rights in accordance with the KBCA, Premier Financial shall take, or cause to be taken, all such actions necessary to ensure the sale, transfer and divestiture of its interest in Centurion either to other member(s) of Centurion or to Centurion in exchange, pursuant to the Operating Agreement of Centurion and other customary conditions. The transaction has been unanimously approved by the Boards of Directors of both Peoples Bancorp and Premier Financial. The special meeting to obtain Premier Financial shareholders will be held on July 1, 2021 and the meeting for Peoples shareholders will be held on July 22, 2021. As of June 1, 2021, the registration statement has been declared effective. As of July 1, 2021, the shareholders of Premier Financial Bancorp, Inc. have approved the transaction. As of July 20, 2021, Peoples has received approval from the Federal Reserve Bank of Cleveland and continues to await approval from the Ohio Division of Financial Institutions. Transaction has been approved by the shareholders of Peoples Bancorp on July 22, 2021. As of July 22, 2021, all necessary regulatory approvals have been received for the transaction. The transaction is expected to close during the third quarter of 2021. As of June 1, 2021, the transaction is expected to close late in the third quarter of 2021. The transaction is expected to be immediately accretive to Peoples' estimated earnings before one-time costs, with a tangible book value earn back of approximately 2.6 years, an internal rate of return in excess of 20% and 21% plus 2022 EPS accretion ($0.51 per share).

Raymond James & Associates, Inc. acted as financial advisor and financial opinion provider, and Dinsmore & Shohl LLP acted as legal advisor to Peoples Bancorp. Piper Sandler & Co. acted as financial advisor as well as fairness opinion provider and Charles Dunbar and Mark Mangano of Jackson Kelly PLLC acted as legal advisor to Premier Financial. Equinti Trust Company acted as transfer agent to Peoples Bancorp. Georgeson, Inc. acted as information agent to Premier Financial and Peoples Bancorp, and have also agreed to pay Georgeson fee of $8,500 each. Raymond James will receive a transaction fee of $2.25 million, of which $0.35 million was due and payable when Raymond James rendered its opinion. Piper Sandler will receive an advisory fee for such services in an amount equal to 1.0% of the aggregate transaction value, which fee is contingent upon consummation of the merger. At the time of announcement of the merger Piper Sandler's fee was approximately $2.9 million. Piper Sandler also received a $0.1 million fee from Premier Financial upon rendering its opinion. Barresi, Jim of Squire Patton Boggs (UK) LLP acted as legal advisor to Peoples Bancorp Inc. (NasdaqGS:PEBO).

Peoples Bancorp Inc. (NasdaqGS:PEBO) completed the acquisition of Premier Financial Bancorp, Inc. (NasdaqGM:PFBI) on September 17, 2021. Upon close of the transaction, all of the directors and executive officers of Premier Financial ceased serving as directors and executive officers of Premier Financial.