Mergers & Acquisitions

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Deal Overview

Buyer:
Rurban Financial Corp.
Actual Acquirer:
Rurban Financial Corp.
Target:
Exchange Bancshares, Inc.
Deal Type:
Bank & Thrift Company
Agreement Date:
4/13/2005
Announcement Date:
4/13/2005
Announced Deal Value ($ M):
12.94
Status:
Completed
Completion Date:
12/31/2005
Announced Deal Value Per Share ($ )
22.06

Consideration Breakout
Cash ($M) 6.5
Common Stock ($M) 5.4
Common Stock Issued 456,116

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 150.0 154.1
Price / Tangible Book (%) 151.5 155.8
Price / Earnings (x) NM NM
Price / Deposits (%) 15.78 16.60
Price / Assets (%) 14.21 14.36
Tangible Book Premium/ Deposits (%) 6.04 6.79
Deal Terms
Description of Consideration

Rurban paid $22.00 in cash or issued 1.555 shares for each outstanding share of Exchange, subject to 50% of Exchange's shares being exchanged for stock.

Accounting Method Purchase
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? Market Expansion
Goodwill Generated ($ 000) 2,825
Estimated Cost Savings (%) NA
Estimated Cost Savings ($ 000) NA
Est. Restructuring Charges ($ 000) NA
Maximum Termination Fee ($ 000) 625
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 1.550000
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 2,579
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes B. Riley FBR Inc.
Seller Yes Capital Market Securities Inc.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Vorys Sater Seymour and Pease
Seller Yes Dinsmore & Shohl LLP