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First Defiance Financial Corp. and United Community Financial Corp. Announce Merger

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The Barack Ferrazzano Financial Institutions Group acted as legal counsel to First Defiance Financial Corp. (“First Defiance”) (Nasdaq: FDEF) in connection with its definitive merger agreement in which United Community Financial Corp. (“United Community”) (Nasdaq: UCFC), will merge into First Defiance in a stock-for-stock transaction. United Community’s wholly owned subsidiary Home Savings Bank will merge into First Defiance’s wholly owned subsidiary First Federal Bank of the Midwest to form a combined company that will operate under a name to be jointly determined prior to closing.

Based on First Defiance’s closing price of $26.32 as of September 6, 2019, the transaction is valued at approximately $473 million. Under the terms of agreement, shareholders of United Community will receive 0.3715 shares of First Defiance common stock for each share of United Community common stock. At closing, First Defiance shareholders will own approximately 52.5% of the combined company and United Community shareholders will own approximately 47.5%.

First Defiance and United Community consider this partnership an ideal strategic, financial, and operational fit, considering their complementary banking platforms and consistently strong performance record. Utilizing financial information as of June 30, 2019, the pro forma combined company will have approximately $6.1 billion in assets, $5.0 billion in loans, and $4.9 billion in deposits. The deal is expected to enhance each bank’s scale and product offering, positioning the combined company to be a premier midwest franchise.

Subject to shareholder and regulatory approvals, and customary closing conditions, the transaction is expected to close early in the first quarter of 2020. The resulting company will have strengths in commercial banking, residential lending, retail, insurance, and wealth management, focused on markets in Ohio, Michigan, Indiana, Pennsylvania, and West Virginia. The combined company will have its holding company headquartered in Defiance, Ohio, and bank headquartered in Youngstown, Ohio.

Barack Ferrazzano’s team was led by Robert M. Fleetwood, Emily N. Henkel, and Neil R. Patel. Executive compensation and benefits were handled by Donald L. Norman, Jr. and Andrew J. Gordon, and tax matters were handled by Michael J. Towne and Alice Lin.

To learn more about this transaction, visit the following links:

About First Federal Bank of the Midwest

Headquartered in in Defiance, Ohio, First Defiance Financial Corp. is the is the holding company for First Federal Bank of the Midwest and First Insurance Group. First Defiance’s subsidiary, First Federal Bank, founded in 1920, operates 44 full-service branches in northwest and central Ohio, southeast Michigan, and northeast Indiana, and a loan production office in Ann Arbor, Michigan.

To learn more about First Defiance Financial Corp., visit: http://www.fdef.com/

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