Note 14 - Subsequent Event

3 Months Ended

Mar. 31, 2018

Notes to Financial Statements

Subsequent Events [Text Block]

14

.

Subsequent Event

On

April 19, 2018,

the Company and Wesbanco, Inc. (“WesBanco”), a multi-state bank holding company with

$10.2

billion in assets at

March 31, 2018,

entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) providing for the merger of the Company with and into WesBanco (the “Merger”) subject to the terms and conditions set forth in the Merger Agreement. As a result of the Merger, the separate corporate existence of the Company will cease and WesBanco will continue as the surviving corporation in the Merger. The Merger Agreement also provides that, immediately following the completion of the Merger, the Company’s subsidiary bank, United Bank, will merge with and into Wesbanco Bank, Inc., a West Virginia banking corporation and a wholly-owned subsidiary of WesBanco (the “Bank Merger”), with Wesbanco Bank, Inc. continuing as the surviving bank in the Bank Merger. The Merger Agreement was unanimously approved by the Board of Directors of both WesBanco and the Company.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, the Company’s shareholders will have the right to receive (i)

1.053

shares of WesBanco common stock and (ii)

$5.00

in cash, without interest, for each share of the Company’s common stock. As of the date of the announcement, the transaction was valued at approximately

$378.2

million. The Merger Agreement contains certain termination rights for both WesBanco and the Company and further provides that, upon termination of the Merger Agreement under certain circumstances, the Company

may

be obligated to pay WesBanco a termination fee of

$12,000,000.

Consummation of the Merger is subject to a number of customary conditions, including, but

not

limited to, the approval of the Merger Agreement by the shareholders of the Company and the receipt of all required regulatory approvals. The transaction is expected to close in the

third

or

fourth

quarter of

2018.