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   Strategies & Market TrendsSpeculating in Takeover Targets


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To: richardred who wrote (4762)3/12/2018 9:57:16 AM
From: richardred
   of 6272
 
A small regional bank goes down.

Civista Bancshares, Inc. To Acquire United Community Bancorp

SANDUSKY, Ohio and LAWRENCEBURG, Ind., March 12, 2018 /PRNewswire/ -- Sandusky, Ohio based Civista Bancshares, Inc. ("Civista") (NASDAQ: CIVB) and United Community Bancorp, the parent company of United Community Bank ("United" or "UCB") (NASDAQ: UCBA), today announced the signing of a definitive merger agreement pursuant to which Civista will acquire United. Based on financial data as of December 31, 2017, the combined company would have total assets of $2.1 billion, total loans of $1.5 billion and total deposits of $1.7 billion. United operates an eight branch network in southeastern Indiana, five of which are located in the Cincinnati MSA. This acquisition will allow Civista to bring its enhanced commercial lending platform to United's demographically strong markets. United will provide Civista with low cost core deposit funding and excess liquidity.

Civista currently operates branches and loan production offices from northern Ohio to Dayton, Ohio. The acquisition of United expands Civista's community banking franchise into and around the Cincinnati MSA, which is home to over 2.1 million people. After this strategic partnership, Civista's community banking platform will operate in each of the five largest Ohio marketplaces.

"This is an extraordinary opportunity for Civista and we are very excited to welcome United's customers and employees to the Civista family," said Dennis G. Shaffer, CEO and President of Civista Bancshares, Inc. "United, including its two predecessors, has maintained a strong and stable presence in their local communities for over 100 years. We look forward to collaborating with United's leadership team to grow and enhance their banking platform while maintaining strong ties to their community. Michael McLaughlin, UCB's Chief Operating Officer, will be named Market Executive and Mark Sams, UCB's Chief Credit Officer, will continue to lead the commercial lending efforts in the market. Civista plans to keep all eight UCB branch offices open. We believe the long-term growth potential of this partnership offers substantial upside for shareholders of both organizations."

"We have great admiration and respect for the Civista team and believe Civista is an ideal partner providing many strategic benefits to all of the UCB stakeholders," stated E.G. McLaughlin, President and CEO of United. "We believe partnering with Civista will provide us the enhanced capacity to deliver the products and services sought by our customers. In addition, we expect this partnership to accelerate the commercial loan production efforts that we have undertaken in the greater Cincinnati market. We believe this merger is a great outcome for our shareholders and positions us for continued success and potential."

Under the terms of the merger agreement, which has been unanimously approved by the Boards of Directors of both companies, the consideration United shareholders will receive is equivalent to 1.027 shares of Civista common stock and $2.54 in cash per share of United common stock. This implies a deal value per share of $26.22 or approximately $114.4 million based on the 15-day average closing price of Civista's common stock on March 9, 2018 of $23.06. Civista and United anticipate that the transaction will qualify as a tax-free reorganization to the extent that United shareholders receive Civista common stock in the merger. The transaction is expected to close in the third quarter of 2018, subject to each company receiving the required approval of its shareholders, receipt of all required regulatory approvals and fulfillment of other customary closing conditions.

Under terms of the agreement, the directors of Civista and the directors and executive officers of United have agreed to vote all shares that they own in their respective organizations in favor of the merger. In addition, a total of three existing United directors will join the Civista Bank Board of Directors and two of those directors will join the Civista Bancshares, Inc. Board of Directors. E.G. McLaughlin is expected to be one of the directors to join both boards.

In preparation for the merger, extensive due diligence was performed over a multi-week period. Under the proposed merger terms, the acquisition of United is expected to be immediately accretive to Civista's earnings in 2018 and thereafter. In addition, any tangible book value dilution created in the transaction is expected to be earned back in approximately 3.5 years after closing. Post-closing, Civista's capital ratios are expected to continue to exceed "well-capitalized" regulatory standards.

Civista will host an investor conference call and webcast on March 12, 2018, at 10:00 a.m., ET, to provide an overview of the transaction and highlights. Participants may join the conference ten minutes prior to the start time by calling 1-855-238-2712 and asking for the Civista Bancshares conference. Additionally, the live webcast may be accessed from the 'Webcasts and Presentations' page of the Company's website, www.civb.com, or from the 'Upcoming Events' tab on the CIVB mobile site.

Sandler O'Neill + Partners, LP acted as financial advisor to Civista and Tucker Ellis LLP acted as its legal advisor in the transaction. Keefe, Bruyette & Woods acted as financial advisor to United and Kilpatrick Townsend & Stockton LLP acted as its legal advisor.

About Civista Bancshares, Inc.

Civista Bancshares, Inc. is a $1.5 billion financial holding company headquartered in Sandusky, Ohio. Civista's banking subsidiary, Civista Bank, operates 29 locations in Northern, Central and Southwestern Ohio. Civista Bancshares, Inc. may be accessed at www.civb.com. Civista's common shares are traded on the NASDAQ Capital Market under the symbol "CIVB". The Company's depositary shares, each representing a 1/40th ownership interest in a Series B Preferred Share, are traded on the NASDAQ Capital Market under the symbol "CIVBP".

prnewswire.com

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To: richardred who wrote (4809)3/16/2018 10:42:00 AM
From: richardred
   of 6272
 
Sold out of CTG today. It was a nice ride. Gives me powder for the watch list when the time is right.

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To: richardred who wrote (4727)3/16/2018 10:55:45 AM
From: richardred
   of 6272
 
RE-CYAN speculation

Clorox Announces Agreement to Acquire Nutranext, a Leader in Dietary Supplements.

OAKLAND, Calif., March 12, 2018 /PRNewswire/ -- The Clorox Company (NYSE: CLX) today announced that it has entered into a definitive agreement to acquire Nutranext, a health and wellness company based in Sunrise, Florida, which manufactures and markets leading dietary supplement brands in the retail and e-commerce channels as well as in its direct-to-consumer business.




Nutranext's products include multivitamins under the Rainbow Light® brand, the No. 2 vitamin brand in the natural channel1; specialty minerals under the Natural Vitality® brand, the No. 1 anti-stress and sleep brand in the natural channel2; and supplements for hair, skin and nails under the Neocell® brand. The company also manufactures and markets multivitamins and specialty minerals through its direct-to-consumer business, primarily under the Stop Aging Now® brand. About 90 percent of Nutranext sales are in the U.S.

"Adding Nutranext to our portfolio is consistent with our strategy to accelerate growth through acquisitions of leading brands in fast-growing categories with attractive gross margins and a focus on health and wellness," said Clorox Chairman and CEO Benno Dorer. "We're looking forward to leveraging our proven capabilities in brand building, including innovation and digital marketing, as well as strong partnerships in retail and e-commerce to accelerate growth of Nutranext brands."

"I am very proud of the growth we have accomplished over the last thirty years," said Jose Minski, Nutranext founder and CEO. "This growth has been possible thanks to our dedicated employees who have carried our values and mission to improve ourselves and the world around us."

Minski added, "I am excited Nutranext is joining the Clorox family, a company distinguished by its innovation and like-minded mission of developing products that enhance the lives of consumers every day. I am confident that with Clorox, Nutranext brands are well positioned for the next phase of growth."

The Nutranext acquisition brings significant scale and breadth to Clorox's dietary supplements business. It follows the company's May 2016 acquisition of the RenewLife® brand, a leader in digestive health. Clorox's brand-building capabilities and retail execution behind the RenewLife brand have led to strong growth in the e-commerce channel and expanded distribution in the retail channel.

In calendar year 2017, Nutranext generated sales of about $200 million. Clorox will pay $700 million to acquire Nutranext, with the purchase price representing about 3.5 times calendar year 2017 sales.

prnewswire.com

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To: richardred who wrote (4346)3/19/2018 11:12:20 AM
From: richardred
   of 6272
 
New buy today MDWD -MEDIWOUND

The company said it has been approached. Basically this is still a R &D company in wound care. I'm going to make a small bet. This based upon a big Past wound care winner I had in Derma Science.

P.S. - MediWound ( MDWD ): gets merger approach, Q4 loss beats views

nasdaq.com

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From: richardred3/20/2018 10:15:18 AM
   of 6272
 
New buy today - OMI- OWENS & MINOR

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From: richardred3/21/2018 10:07:57 AM
   of 6272
 
Added to CPB & BGS today on the new lows

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To: richardred who wrote (4819)3/21/2018 10:39:14 AM
From: robert b furman
   of 6272
 
Hi Rick,

Here's my favorite food stock: AMNF

Cash of over 4 million and debt of 1.38 million.

They have also just completed an expansion which will make their food making capacity increased and more efficient.

They have just increased the dividend by 12.5 % to 2.25 cents yielding 3.3%:

screencast.com

I have been buying with dividends and have accumulated 18,000 shares at an average of 2.16 - now yielding on cost 4.17%.

It can not be marginned and is a pink slip over the counter stock.

I started accumulating this with a buy and forget about it attitude, wished my funds that went into TIS would have been put here - sigh.

Best of trades!

Bob

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To: robert b furman who wrote (4820)3/21/2018 10:54:12 AM
From: richardred
   of 6272
 
Hey Bob:
I guess I'm going big with Brand Names or staying home. <g>

Guess what Bob your not the first person to mention that company on this board. I had this one on the watch list for awhile. Should of could of. Sigh!

From: morokko655/27/2005 11:02:18 PM

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ARMF: a small microcap food company

This is a small Italian food co in San Francisco area. The CEO was formerly affliated with McCormick Shilling in the 1970s. He is 76 or 78 year old. The company has been public since 1990 and has a relatively small float. They are flush w/ cash & have no debt. They pay a 7% dividend.

The downside is: illiquid stock, low revenue growth, boring industry sector, low visibility. The Family owns most of the shares.

I have been long for many years and have felt that a takeover of some sort would eventually happen.

so far this year, they intended to take the co to the pinks due to the high cost of Sarbannes Oxley compliance. That was abruptly reversed.

2 mutual funds took a small stake in 2005, which has been rare over the years

a director bought a nice chunk last week

the CEO indicated that they were investigating "strategic alternatives to being a public company" in a recent news release.

The annual shareholder meeting ( a regular event in the last 11-12 years) did not happen, with no comment from the co.

My worry is that they go private at only a small premium, but they could be bought by PSTA in nearby Monterey

Message 21367236
Message 21377027
Message 27079373

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To: richardred who wrote (4821)3/21/2018 11:04:45 AM
From: robert b furman
   of 6272
 
Hi Rick,

Well my wife is 24 Karat Italian.

Whatsa matter you - You don't like tortellini. <smile>

Bob

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To: robert b furman who wrote (4822)3/21/2018 11:32:40 AM
From: richardred
   of 6272
 
Bob I'm 1/2 Italian. <wink> We had my Grandmother Sozio's 4ft rolling pin at the house. A mound of flour and the eggs in the middle. Well, she did the rest. She hand cut it to. I just watched and ate. Loved the Braciole, Meatballs,and Sausage she threw in with the home made sauce.

For some strange reason. I always looked at any Corporate names that were involved. My Mom had to use Contadina prouducts. . She was loyal brand name conscious. Olive Oil was that Gold and yellow expensive Filippo Berio can.

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