EX-99.1 3 dex991.htm SLIDES SUMMARIZING THE DEFINITIVE AGREEMENT FOR FIRST PLACE TO ACQUIRE CAMCO Slides summarizing the definitive agreement for First Place to acquire Camco
May 7, 2008
Steven R. Lewis, President & CEO
Camco Financial
Corporation
Acquisition of
“Statewide Strategic Expansion”
Exhibit 99.1


Forward-looking Statements
When
used
in
this
presentation,
or
future
presentations
or
other
public
or
shareholder
communications,
in
filings
by
First
Place
Financial
Corp.
(the
Company)
with
the
Securities
and
Exchange
Commission,
or
in
oral
statements
made
with
the
approval
of
an
authorized
executive
officer,
the
words
or
phrases
“will
likely
result,”
“are
expected
to,”
“will
continue,”
“is
anticipated,”
“estimate,”
“project”
or
similar
expressions
are
intended
to
identify
“forward-looking
statements”
within
the
meaning
of
the
Private
Securities
Litigation
Reform
Act
of
1995.
Such
forward-looking
statements
involve
known
and
unknown
risks,
uncertainties
and
other
factors,
which
may
cause
the
Company’s
actual
results
to
be
materially
different
from
those
indicated.
Such
statements
are
subject
to
certain
risks
and
uncertainties
including
changes
in
economic
conditions
in
the
market
are
as
the
Company
conducts
business,
which
could
materially
impact
credit
quality
trends,
changes
in
laws,
regulations
or
policies
of
regulatory
agencies,
fluctuations
in
interest
rates,
demand
for
loans
in
the
market
are
as
the
Company
conducts
business,
and
competition,
that
could
cause
actual
results
to
differ
materially
from
historical
earnings
and
those
presently
anticipated
or
projected.
The
Company
wishes
to
caution
readers
not
to
place
undue
reliance
on
any
such forward-
looking
statements,
which
speak
only
as
of
the
date
made.
The
Company
undertakes
no
obligation
to
publicly
release
the
result
of
any
revisions
that
may
be
made
to
any
forward-looking
statements
to
reflect
events
or
circumstances
after
the
date
of
such
statements
or
to
reflect
the
occurrence
of
anticipated
or
unanticipated
events.
2


Statewide Strategic Expansion
Creates statewide competitor
Accelerates growth initiatives in Columbus, Cincinnati and Dayton
Geographically diversifies balance sheet
Complements existing Loan Production Office (“LPO”) network
Low pro-forma cost structure to support $1 billion asset base
Deal does not rely on balance sheet growth to generate high
investment returns
Thorough due diligence on asset quality
Low transaction pricing ratios
Low execution risk
3


Transaction Summary
(1) Based on FPFC stock price of $14.00 per share
December 2008
Expected Closing
Complete
Due Diligence
Rick Baylor, President & CEO of CAFI, will be named Regional President of
newly created Southern Ohio Region
Management
FPFC will add two CAFI directors
Holding Company Board
$3.8 million (3.9% of stated deal value)
Break-Up Fee
$13.58 per share
Fixed Cash Price
$11.20 and $16.80
Collars
0.97 FPFC shares for each CAFI share
Fixed Exchange Ratio
73.5% stock/26.5% cash, subject to election and proration
Fixed Consideration Mix
$13.58 per share
Implied Value Per Share
(1)
$97.2 million
Transaction Value
(1)
4


All bank deals announced since October 1, 2007, involving banks with assets
between $500 million and $3 billion
(1) Based on 12/31/07 financial results
(2) Excludes CDs greater than $100,000
6 Guideline Transactions
0.28%
0.49%
1.14%
2.99%
NPA’s/Assets of Seller
21.7%
17.5%
15.6%
2.7%
Core Deposit Premium
273%
251%
216%
119%
Price/Tangible Book Value
24.4x
21.1x
18.6x
21.6x
Price/LTM EPS
75
Percentile
Median
25
Percentile
FPFC/
CAFI
(1)
Transaction Pricing Multiples
5
th
th
(2)


All bank deals announced since January 1, 2008
(1) 20 of 27 transactions involved banks under $200 million in assets
(2) Based on 12/31/07 financial results
(3) Excludes CDs greater than $100,000
27 Guideline Transactions
0.05%
0.43%
1.64%
2.99%
NPA’s/Assets of Seller
17.2%
12.5%
7.3%
2.7%
Core Deposit Premium
230%
196%
150%
119%
Price/Tangible Book Value
25.4x
20.6x
17.8x
21.6x
Price/LTM EPS
75
Percentile
Median
25
Percentile
FPFC/
CAFI
(2)
Transaction Pricing Multiples
6
th
th
(1)
(3)


Camco Financial Corporation
Headquartered in Cambridge, Ohio
Assets of $1.0 billion
23 branches in Ohio, Kentucky and West Virginia
Greater Cincinnati –
9 offices
Greater Columbus –
5 offices
I-77
Corridor
(New
Philadelphia/Cambridge/Marietta)
9
offices
5 acquisitions and 1 divestiture since 1996
Business lines –
commercial banking, mortgage banking and Camco
Title Agency
7


Transaction Rationale
CAFI management involvement
Both companies have extensive track record in integrating acquisitions
Thorough due diligence
Low Execution Risk
Identified cost savings
Immediately accretive to GAAP EPS
Low transaction pricing multiples
Compelling Economics
Similar community banking philosophy and culture
Opportunity to leverage FPFC wealth management, insurance, brokerage
and private banking platforms
Expanded commercial lending and treasury management product
offerings
Strategic Fit
Complementary with existing LPO’s and pending OC Financial
acquisition
Accelerates growth initiatives in Columbus, Cincinnati and Dayton
Geographically diversifies balance sheet
Geographic Fit
8


Asset Quality Due Diligence
9
No subprime
lending
Reviewed all material delinquent, non-performing and classified
loans
Reviewed all OREO properties
Reviewed 61% of A&D relationships over $250,000
Reviewed all commercial loan relationships in excess of $1 million.
53% of the commercial portfolio reviewed.
NPA’s
measured $34.0 million at March 31, 2008, up from $30.5
million at December 31, 2007


10
Evolving Statewide Competitor


Pro Forma Financial Impact
Transaction costs estimated at $15.9 million pre-tax and $11.0
million after-tax
Cost savings equal to 31% of CAFI cost structure
No retail branch closures modeled
Cost structure to operate $1 billion CAFI franchise estimated at
less than $20 million annually
Cost savings phased in 75% in 2009 and 100% in 2010
Incremental revenue enhancement estimated at $500,000 in 2009
and $1.0 million in 2010
Baseline projected asset growth of 2.0% annually
11


Compelling Economics
Internal Rate of Return of 20.6%
Tangible Book Value Payback in 5.1 Years
Immediate and significant EPS accretion
Maintenance of well-capitalized position
12


Immediately Accretive to EPS
(2)
Pro forma incremental GAAP net income divided by incremental FPFC shares issued in transaction
(1)
Based on  management EPS estimate of $1.25 in calendar 2008 increased by 6% in 2009 and 2010
61.4%
15.0%
FPFC % Accretion
$0.86
$0.20
FPFC $ Accretion
$2.26
$1.53
Incremental GAAP EPS
14.6%
3.8%
FPFC % Accretion
$0.21
$0.05
FPFC $ Accretion
$1.61
$1.38
Pro Forma GAAP EPS
$1.40
$1.33
FPFC Stand Alone
2010
2009
13
(2)
(1)


Pro Forma Capital
11.17%
11.02%
Total Risk-Based
10.10%
10.05%
Tier 1 Risk-Based
7.45%
7.40%
Tier 1 Leverage
First Place Bank
11.16%
11.79%
Total Risk-Based
10.03%
10.74%
Tier 1 Risk-Based
7.75%
8.39%
Tier 1 Leverage
6.12%
6.42%
Tangible Equity/Assets
FPFC Consolidated
Pro Forma
FPFC                 
12/31/07
14