LCNB Corp. (NasdaqCM:LCNB) submits a non-binding indication of interest to acquire Eagle Financial Bancorp, Inc. (OTCPK:EFBI) on June 16, 2023. LCNB Corp. (NasdaqCM:LCNB) entered into a definitive merger agreement to acquire Eagle Financial Bancorp, Inc. (OTCPK:EFBI) for $24.6 million on November 28, 2023. LCNB will acquire EFBI in a stock-and-cash transaction. EFBI shareholders will have the opportunity to elect to receive either 1.1401 shares of LCNB stock or $19.10 per share in cash for each share of EFBI common stock owned, subject to at least 60%, but not more than 0% of the shares of EFBI being exchanged for LCNB common stock. At closing, EAGLE.bank's banking offices will become branches of LCNB. Following the merger, Patricia L. Walter, President of EFBI and EAGLE.bank, will join LCNB as an Executive Vice President. A termination fee equal to $1,025,000 will be payable by EFBI to LCNB upon termination of the Merger Agreement under certain circumstances.

The transaction is subject to regulatory approval; EFBI shareholder approval; authorization for listing of the LCNB common shares to be issued in the Merger on the Nasdaq Capital Market; effectiveness of the Registration Statement on Form S-4; expiration of all statutory waiting periods in respect thereof, EFBI shall have received an opinion of Dinsmore & Shohl LLP, in form and substance reasonably acceptable to the parties, to the effect that the Merger effected pursuant to this Agreement will constitute a reorganization within the meaning of Section 368(a) of the Code and other customary conditions. LCNB shareholder approval is not required. The Boards of Directors of LCNB and EFBI have unanimously approved the merger. The transaction is anticipated to close in the second quarter of 2024. Excluding one-time transaction costs and assuming a second quarter 2024 closing date, LCNB expects the transaction to be modestly accretive in 2024 and approximately 11.5% and 11.1% accretive to 2025 and 2026 fully diluted earnings per share, respectively. LCNB is being advised by Hovde Group, LLC as financial advisor and fairness opinion provider and Christian Gonzalez of Dinsmore & Shohl LLP as legal advisor. EFBI is being advised by Charlie Crowley, Chris Chapman and Kain Melville of Janney Montgomery Scott LLC as financial advisor and fairness opinion provider and Kip A. Weissman of Luse Gorman, PC as legal advisor. EFBI agreed to pay Janney a cash fee equal to 1.50% of the implied transaction value, $25,000 of which became payable before the rendering of Janney?s opinion, $100,000 of which became payable concurrently with the rendering of Janney?s opinion. Computershare is the exchange agent for LCNB. Laurel Hill Advisory Group, LLC is proxy solicitation agent for EFBI for a fee of $7,000. FORVIS, LLP acted as independent auditor to Eagle Financial Bancorp.