Transaction Overview

Janney Montgomery Scott (“Janney”) is pleased to announce that it is serving as financial advisor to Civista Bancshares, Inc. (“Civista”) on its acquisition of Vision Financial Group, Inc. (“Vision”), a privately held, independent, full-service general equipment leasing & financing company founded in 1991 in Pittsburgh, PA.

Subject to the terms of the purchase agreement, which has been unanimously approved by the Board of Directors of Civista and the shareholder of Vision, Civista has agreed to acquire all the issued and outstanding shares of Vision in exchange for consideration in the form of cash and shares of Civista common stock. An additional amount to be paid in shares of Civista common stock is subject to certain “earn-out” payments annually for two years following the closing of the acquisition.

The transaction is expected to be approximately 6% accretive to Civista’s earnings per share in the first-year post- integration (2023) and approximately 15% accretive the following year (2024), excluding any upside potential from identified revenue and operating synergies. The transaction is also expected to yield an internal rate of return greater than 30%.

The transaction is expected to close on October 3, 2022.

About Civista Bancshares, Inc.

Civista Bancshares, Inc. (NASDAQ: CIVB) is a $3.5 billion financial holding company headquartered in Sandusky, Ohio. Civista’s banking subsidiary, Civista Bank, operates 43 locations in Northern, Northwestern, Central and Southwestern Ohio, Southeastern Indiana and Northern Kentucky.

About Vision Financial Group

Vision Financial Group, Inc. is a privately held, independent, full-service general equipment leasing & financing company founded in 1991 in Pittsburgh, PA. Vision provides affordable and flexible equipment leasing and financing solutions for the acquisition of most types of equipment and software that organizations need to function and grow. Vision primarily serves commercial organizations from “mom & pop” size businesses up to large publicly traded companies. Vision is a complete one-stop shop for most of its customers’ equipment lease financing needs. Vision conducts business in all 50 U.S. states and select U.S. territories and international markets.

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Charles R. Crowley

Managing Director, Investment Banking

Contact Charles R. Crowley

Christopher M. Chapman

Managing Director, Investment Banking

Contact Christopher M. Chapman

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