August 5, 2021

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Premier Bank to merge with Peoples Bank

MARIETTA Oh. – Peoples Bancorp Inc. and Premier Financial Bancorp, Inc. jointly announced that they have signed a definitive agreement and plan to merge people will acquire as part of an all-stock merger, premier, a bank holding company headquartered in Huntington, West Virginia, and the parent company of Premier Bank, Inc. (“Premier Bank”) and Citizens Deposit Bank & Trust, Inc. (“Citizens”). Under the terms of the Merger Agreement, Premier will merge with and into Peoples (the “Merger”) and Premier Bank and Citizens will subsequently merge with and into Peoples’ wholly owned subsidiary, Peoples Bank, valued at approximately $ 292.3 million.

Premier Bank in Bridgeport, WV

Upon completion, the combined company will have total assets of approximately $ 6.7 billion, a total loan of $ 4.6 billion and total deposits of $ 5.5 billion in 136 locations in Ohio, West Virginia, Kentucky. Maryland, Virginia and Washington, DC

Premier has 48 branches in 38 communities in five states and Washington DC through its two community bank affiliates. As of December 31, 2020, Premier had total assets of $ 1.9 billion on a consolidated basis, including $ 1.2 billion in net borrowings and $ 1.6 billion on deposits.

“We’re excited to partner with Premier and add significant scaling to enhance our ability to drive future growth and improve profitability. Premier’s strong core business provides a natural extension of our existing markets as well as entry into attractive markets in Virginia, Maryland and Washington, DC, ”said Chuck Sulerzyski, President and Chief Executive Officer of Peoples. “Over the years we have successfully expanded our presence in West Virginia and Kentucky. We’re proud to be recognized as number one in West Virginia in 2020 as part of Forbes’ annual list of America’s Best State Banks and Credit Unions. We were also voted best in the tri-state by readers of the Herald Dispatch (Huntington, WV). We look forward to welcoming Premier shareholders, employees and customers as part of our team, and look forward to adding additional locations to new and existing Peoples Bank customers. “

Bob Walker, President and Chief Executive Officer of Premier, commented, “We are excited to have the opportunity to work with one of the strongest banks in the region. Our customers, employees and shareholders will benefit from Peoples’ history of profitable growth and expertise in successfully completing acquisitions. We are also excited about Peoples’ extensive range of products, which enables us to bring new products and services, including insurance and investment products, to our valued customers in the communities in which we operate. The community banking model, culture and people’s commitment to quality customer service make people a great choice for Premier. “

Premier Bank in Bridgeport, WV

Under the terms of the Merger Agreement, which was unanimously approved by the boards of both companies, Premier shareholders will receive 0.58 common shares of Peoples for each common share of Premier and the merger is expected to qualify as a tax-free reorganization for Premier Shareholders. Based on Peoples’ 20-day volume-weighted average closing price of $ 33.95 per share as of March 26, 2021, the total goodwill is approximately $ 292.3 million, or $ 19.69 per share. The transaction is expected to add directly to people’s estimated returns before one-off costs, with a tangible book value of approximately 2.6 years and an internal rate of return greater than 20%.

The acquisition is expected to close in the third quarter of 2021, subject to customary closing conditions, including regulatory approvals and Peoples and Premier shareholder approval. At this point, Premier’s offices will become branches of Peoples Bank.