DEFIANCE, Ohio & UPPER SANDUSKY, Ohio--(BUSINESS WIRE)--First Defiance Financial Corp. (the “Company” or “First Defiance”) (NASDAQ: FDEF) and Commercial Bancshares, Inc. (“Commercial”) (OTCQX: CMOH) jointly announced today the signing of a definitive merger agreement under which First Defiance will acquire Commercial in a transaction valued at $51.00 per share, based on the 20-day average closing price of First Defiance common stock of $43.19 ending August 22, 2016. Upon completion, Commercial’s wholly owned subsidiary, Commercial Savings Bank, will merge into First Defiance’s subsidiary bank, First Federal Bank of the Midwest. Commercial Savings Bank is a community bank founded in 1920 and operates seven full-service banking locations. As of June 30, 2016, Commercial had $342 million in assets, $298 million in loans and $301 million inUpon completion of the acquisition, the combined organization is expected to have approximately $2.8 billion in assets, and the

transaction will enhance and expand First Defiance’s presence in northwestern and north central Ohio. “Commercial is a high-quality bank with an established customer base, a strong balance sheet and similar core values. This combination will be an excellent fit culturally,” said Donald P. Hileman, President and Chief Executive Officer of First Defiance. “In addition, this merger provides an extension of our growing market area. We are excited to serve Commercial’s customers with additional products and services and look forward to growing in Commercial's communities.” Robert E. Beach, President and Chief Executive Officer of Commercial, stated, “We are pleased with the opportunity to partner with a company that has a culture and attitude towards customers similar to our own. First Federal has a long-standing tradition of community involvement and a philosophy of true community banking, which means local decision

making, commitment to community and personalized customer service.” The acquisition is expected to close in the first quarter of 2017 and isbusiness for sale rto subject to Commercial shareholder approval, regulatory approval, andhandyman san jose ca other conditions set forth in the merger agreement. business for sale naga city terms of the merger agreement, which has been unanimously approved bybusiness for sale hemel the Board of Directors of both companies, Commercial common shareholdersbusiness for sale jeannette pa

will have the opportunity to elect to receive 1.1808 shares of First Defiance common stock or cash in the amount of $51.00 per share, subjectbusiness for sale keswick cumbria to adjustment as provided for in the merger agreement. business for sale midrand consideration for Commercial’s common shares outstanding will consist ofbusiness for sale mitcham 80% First Defiance stock and 20% cash, and the aggregate transactionhandyman services arlington value of $63.0 million (based on the 20-day average closing price ofbusiness for sale hsh

First Defiance common stock of $43.19 ending August 22, 2016) includes an additional cash payment of approximately $1.5 million to cancelThe transaction, after one-time costs, ishandyman in columbus in expected to be immediately accretive to earnings, with a tangible bookhandyman services of maine value earn-back of approximately 2 years. cost of handyman per hourFirst Defiance will add onebusiness for sale umhlanga south africa current director of Commercial Bancshares to the Board of First Defiancebusiness for sale gander

upon the effective date of the transaction. First Defiance Financial Corp. was advised by the investment banking firm of Raymond James & Associates, Inc., and the law firm of Vorys,cost for handyman per hour Sater, Seymour and Pease LLP. business for sale monctonCommercial Bancshares, Inc. was advised bybusiness for sale riviera maya the investment banking firm of Keefe, Bruyette and Woods, a Stifelinsurance for handyman australia company, and the law firm of Shumaker, Loop & Kendrick, LLP.keith's handyman services

Important Information for Investors and This news release does not constitute an offer to sell or the solicitation of an offer to buy securities of First Defiance. business for sale cessnock Defiance will file a registration statement on Form S-4 and otherbusinesses for sale aiken county sc documents regarding the proposed transaction referenced in this newsbusiness for sale sonora ca release with the Securities and Exchange Commission (“SEC”) to registerbusiness for sale vail az the shares of First Defiance's common shares to be issued to thebusiness for sale yangebup

The registration statement will include a proxy statement/prospectus, which will be sent to the shareholders of Commercial in advance of its special meeting of shareholders to be heldstarting a handyman business in florida to consider the proposed merger. best handyman service torontoInvestors and security holderscraig's handyman service are urged to read the proxy statement/prospectus and any other relevantron handyman service documents to be filed with the SEC in connection with the proposedron handyman services transaction because they contain important information about Firstbusiness for sale cessnock nsw

Defiance, Commercial and the proposed transaction. security holders may obtain a free copy of these documents (when available) through the website maintained by the SEC at www.sec.gov.business for sale cornwall with accommodation These documents may also be obtained, without charge, by directing abusiness for sale wollongong region request to First Defiance Financial Corp., 601 Clinton Street, Defiance,handyman in orange park fl Ohio 43512, Attn.: Investor Relations , or by accessing First Defiance’swolfs handyman services First Defiance and Commercial and certain of their directors andultimate experience handyman services

executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Commercial in connection with thebusiness for sale cupar fifeInformation about the directors and executive officersbusiness for sale mapleton of First Defiance is set forth in the proxy statement for Firstbusiness for sale mirrabooka Defiance's 2016 annual meeting of shareholders, as filed with the SEC onbusiness for sale pismo beach ca Schedule 14A on March 10, 2016. business for sale roda corfuInformation about the directors andbusiness for sale tunkhannock pa

executive officers of Commercial is set forth in the proxy statement for Commercial’s 2016 annual meeting of shareholders, as filed with the SEChandyman services toowoomba on a Schedule 14A on April 7, 2016. business for sale olneyAdditional information regarding thebusiness for sale vancouver bc craigslist interests of those participants and other persons who may be deemedbusiness for sale roleystone participants in the transaction may be obtained by reading the proxybusiness for sale hervey bay statement/prospectus regarding the proposed merger when it becomesbusiness for sale ballina

Free copies of this document may be obtained as described in About First Defiance Financial Corp. First Defiance Financial Corp., headquartered in Defiance, Ohio, is thebusiness for sale hervey bay qld holding company for First Federal Bank of the Midwest and Firstbusiness for sale ballina nswFirst Federal Bank operates 34 full-service branchesbusiness for sale ballina area and numerous ATM locations in northwest Ohio, southeast Michigan andbusiness for sale chorley northeast Indiana and a loan production office in Columbus, Ohio. professional handyman services orange county

Insurance Group is a full-service insurance agency with six officesFor more information, visit the company’s Web About Commercial Bancshares, Inc.dan's painting & handyman service Commercial Bancshares, Inc, headquartered in Upper Sandusky, Ohio is thebusiness for sale goshen indiana bank holding company for Commercial Savings Bank and Commercialbusiness for sale olean ny Financial and Insurance Agency, LTD. Commercial Saving Bank operates 7cowboys handyman service full service branches and a loan production office in Worthington, Ohio.business for sale ernest wilson

This news release may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,business for sale acapulco and Section 21B of the Securities Exchange Act of 1934, as amended,swans handyman service which are intended to be safe harbors created thereby. toowoomba handyman service may include, but are not limited to, all statements regarding intent,handyman va beach va beliefs, expectations, projections, forecasts and plans of Firsttoowoomba handyman services Defiance Financial Corp. and its management. business for sale emu park

statements involve numerous risks and uncertainties, including a failure to satisfy the conditions to closing for the merger in a timely mannerbusiness for sale scunthorpefailure of the Commercial shareholders to approve the merger;business for sale armadale failure to obtain the necessary regulatory approvals or the impositionhandyman service birmingham of adverse regulatory conditions in connection with such approvals; handyman services durham successful completion and integration of the transaction contemplated inhandyman services in durham

the retention of the acquired customer relationships; disruption to the parties' businesses as a result of the announcement and pendency of the transaction; handyman orange county caadverse changes in economic conditions;handyman in orange county ca the impact of competitive products and prices; business for sale manly brisbaneand the other risks sethandyman services scotland forth in filings with the Securities and Exchange Commission ("SEC"),handyman in va beach including our Annual Report on Form 10-K for the year ended December 31,handyman va beach

2015. One or more of these factors have affected or could in the future affect First Defiance's business and financial results in future periodshandyman over georgia services and could cause actual results to differ materially from plans andbusiness for sale 43215Therefore, there can be no assurances that thebusiness for sale gwinnett forward-looking statements included in this news release will prove tobusiness for sale bullsbrook waIn light of the significant uncertainties in thebusiness for sale kernersville nc

forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by First Defiancebusiness for sale wellington nsw or any other persons, that our objectives and plans will be achieved.business for sale hopkinsville ky All forward-looking statements made in this news release are based onhandyman long beach wa information presently available to the management of First Defiance. business for sale 32082 assume no obligation to update any forward-looking statements.business for sale nicosia