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RBNF > SEC Filings for RBNF > Form 8-K/A on 17-Feb-2009All Recent SEC Filings

Show all filings for RURBAN FINANCIAL CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K/A for RURBAN FINANCIAL CORP


17-Feb-2009

Completion of Acquisition or Disposition of Assets, Financial Statements


Item 2.01. - Completion of Acquisition or Disposition of Assets.

On December 1, 2008, Rurban completed the acquisition of NBM Bancorp and its wholly-owned subsidiary, National Bank of Montpelier, headquartered in Montpelier, Ohio, pursuant to the terms of the Agreement and Plan of Merger dated as of May 22, 2008 (the "Merger Agreement"). As contemplated by the Merger Agreement, the acquisition was 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.

Following the completion of the merger transactions described above, National Bank of Montpelier was merged into The State Bank and Trust Company ("State Bank"), a wholly-owned subsidiary of Rurban, effective as of December 1, 2008. As a result of this merger, the five banking offices of National Bank of Montpelier, located in Williams County, Ohio, became banking offices of State Bank. At September, 30, 2008, National Bank of Montpelier had total assets of $106.3 million, loans of $45.7 million and deposits of $87.8 million.

As a result of the merger and in accordance with the terms of the Merger Agreement, each of the shares of common stock of NBM Bancorp outstanding at the time of the merger was converted into the right to receive $113.98 in cash. NBM Bancorp had 219,334 shares of common stock outstanding at the time of the merger, which will result in the payment by Rurban of approximately $25 million in aggregate cash consideration to the shareholders of NBM Bancorp in the merger.

Rurban issued a news release on December 1, 2008, announcing the closing of the acquisition of NBM Bancorp and National Bank of Montpelier. A copy of the news release is included with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

None Required.

(b) Pro Forma Financial Information.

None Required.

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(c) Shell Company Transactions.

Not Applicable.

(d) Exhibits.

Exhibit No.                     Description

    2.1     Agreement and Plan of Merger, dated as of May 22,
            2008, by and among Rurban Financial Corp., Rurban
            Merger Corp. and NBM Bancorp, Incorporated
            (incorporated herein by reference to Exhibit 2.1 to
            the Current Report on Form 8-K of Rurban Financial
            Corp. filed on May 23, 2008 (File No. 0-13507))

   99.1     News release issued by Rurban Financial Corp. on
            December 1, 2008 (previously filed as Exhibit 99.1
            to the Current Report on Form 8-K filed by Rurban
            Financial Corp. on December 5, 2008 (File No.
            0-13507))

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