UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): May
23, 2008 (May 22, 2008)
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RURBAN
FINANCIAL CORP.
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(Exact
name of registrant as specified in its charter)
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Ohio
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0-13507
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34-1395608
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(State
or other jurisdiction
of
incorporation or organization)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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(Address
of principal executive offices) (Zip Code)
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(419)
783-8950
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(Registrant’s
telephone number, including area code)
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(Former
name or former address, if changed since last report.)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
On
May
22, 2008, Rurban Financial Corp. (“Rurban”) and NBM Bancorp, Incorporated (“NBM
Bancorp”) entered into an Agreement and Plan of Merger (the “Merger Agreement”),
which provides for the acquisition by Rurban of NBM Bancorp and its wholly-owned
subsidiary, National Bank of Montpelier (“NBM”), headquartered in Montpelier,
Ohio. This acquisition will be effected through the merger of Rurban Merger
Corp., a newly-formed subsidiary of Rurban, into NBM Bancorp, immediately
followed by the merger of the surviving corporation into Rurban. A copy of
the
Merger Agreement is attached hereto as Exhibit 2.1.
Under
the
terms of the Merger Agreement, Rurban has agreed to pay NBM Bancorp’s
shareholders an aggregate of $25 million in cash, which is equivalent to $113.98
for each of the 219,334 shares of common stock of NBM Bancorp outstanding,
subject to adjustment as provided in the Merger Agreement. The merger is
expected to close in the third quarter of 2008, pending adoption of the Merger
Agreement by the shareholders of NBM Bancorp, approval of the transaction by
regulatory authorities and the satisfaction of other customary closing
conditions. The directors of NBM Bancorp have agreed to vote their shares in
favor of adoption of the Merger Agreement.
Following
the completion of the merger transactions described above, NBM will be merged
with The State Bank and Trust Company (“State Bank”), a wholly-owned subsidiary
of Rurban. NBM had total assets of $109.2 million, loans of $45.4 million,
deposits of $89.7 million and shareholders’ equity of $18.6 million as of March
31, 2008. NBM has been in operation for seventy-five years and its banking
offices are located in Williams County in the cities of Montpelier, Pioneer,
West Unity and Bryan, Ohio.
The
description of the Merger Agreement set forth above does not purport to be
complete and is qualified in its entirety by reference to the full text of
the
Merger Agreement, which is filed with this Current Report on Form 8-K as Exhibit
2.1.
Rurban
issued a press release on May 23, 2008, announcing the execution of the Merger
Agreement. A copy of the press release is attached hereto as Exhibit 99.1.
Cautionary
Statement
The
Merger Agreement, which has been included to provide investors with information
regarding its terms, contains representations and warranties of each of the
parties. The assertions embodied in those representations and warranties are
qualified by information in confidential disclosure schedules that the parties
delivered to each other in connection with the execution of the Merger
Agreement. In addition, certain representations and warranties were made as
of a
specific date, may be subject to a contractual standard of materiality different
from those generally applicable to shareholders or may have been used for
purposes of allocating risk between the respective parties rather than
establishing matters as facts. Accordingly, investors should not rely on the
representations and warranties as characterizations of the actual state of
facts, or for any other purpose, at the time they were made or
otherwise.
Item
9.01. Financial Statements and Exhibits.
(a)
Not
Applicable
(b)
Not
Applicable
(c)
Not
Applicable
(d)
Exhibits.
The
following exhibits are being filed with this Current Report on Form
8-K:
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Exhibit
No.
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Description
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2.1
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Agreement
and Plan of Merger, dated as of May 22, 2008, by and among Rurban
Financial Corp., Rurban Merger Corp. and NBM Bancorp,
Incorporated
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99.1
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Press
Release issued by Rurban Financial Corp. on May 23,
2008
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[Remainder
of page intentionally left blank;
signature
on following page.]
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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RURBAN
FINANCIAL CORP. |
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By:
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/s/
Duane L. Sinn
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Duane
L. Sinn
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Executive
Vice President and Chief Financial
Officer
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INDEX
TO
EXHIBITS
Current
Report on Form 8-K
Dated
May
23, 2008
Rurban
Financial Corp.
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Exhibit
No.
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Description
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2.1
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Agreement
and Plan of Merger, dated as of May 22, 2008, by and among Rurban
Financial Corp., Rurban Merger Corp. and NBM Bancorp,
Incorporated
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99.1
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Press
Release issued by Rurban Financial Corp. on May 23,
2008
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