Regulators OK Home Savings, First Defiance Merger

YOUNGSTOWN, Ohio — First Defiance Financial Corp. and United Community Financial Corp. received final regulatory approval for the merger of the two companies.

The companies jointly announced Monday they had received final approval from regulatory entities, including the Federal Reserve Bank, the Federal Deposit Insurance Corp. and the Ohio Division of Financial Institutions.

Immediately prior to the merger, First Defiance — holding company of First Federal Bank of the Midwest — will convert from a Unitary Thrift Holding Company to a Bank Holding Company, according to a press release. It has elected Financial Holding Company status. First Federal Bank will convert from a Federal Savings Association to an Ohio-chartered commercial bank.

United Community is the holding company of Home Savings Bank.

“We are pleased to have received all necessary shareholder approvals in mid-December and now to have received all required approvals from the Regulatory Authorities. We are progressing as planned, and we anticipate to close the transaction at the end of January,” stated Donald P. Hileman, president and CEO of First Defiance. “We are excited to bring together two organizations as a premier community bank with enhanced products, services and technology while honoring our commitment to superior customer service, personalized financial solutions and unwavering community support.”

First Defiance’s board of directors approved the directors who will sit on the combined company’s board following the completion of the merger. The new board will consist of 13 members including John Bookmyer, current First Defiance chairman, serving as chairman of the board until succession of Donald Hileman to executive chairman when he relinquishes his CEO role. Bookmyer will serve on the board until he stands for reelection at the 2022 Annual Meeting of Shareholders.

Richard Schiraldi, current United Community chairman, will serve as vice chairman of the board until he stands for reelection at the 2020 Annual Meeting of Shareholders. In addition to Bookmyer and Schiraldi, there will be six directors from First Defiance and five directors from United Community, until they also stand for reelection:

United Community directors include Lee Burdman, who will serve until he stands for reelection at the 2020 Annual Meeting of Shareholders; Marty Adams and Gary Small, who stand for reelection at the 2021 meeting; and Zahid Afzal and Louis Altman, who stand for reelection in 2022.

First Defiance directors who will serve on the board following the merger include Jean Hubbard, Charles Niehaus and Mark Robison, who will serve until they stand for reelection at the 2020 annual meeting; Donald Hileman and Samuel Strausbaugh, until they stand for reelection at the 2021 meeting; and Terri Bettinger, until she stands for reelection at the 2022 meeting.

The companies announced their merger Sept. 9, and set the value of the all-stock transaction at $473 million. When the merger was announced, they said a new name would be jointly chosen before the deal closed. Last week, UCFC President and CEO Gary Small said the new signage and new name for the combined bank won’t be seen by consumers until summertime.

First Defiance operates branches and affiliates in northwestern Ohio, northeastern Indiana and southwestern Michigan. Banking operations for the combined entity will be headquartered in Youngstown, and staff at both banks will remain largely intact, according to Small. However, the headquarters of the new holding company will be based in Defiance, about 60 miles southwest of Toledo.

The new financial institution will operate 77 branches and will have combined assets of $6.1 billion, gross loans of $5 billion and deposits of $4.9 billion

Copyright 2022 The Business Journal, Youngstown, Ohio.