BOWLING GREEN, Ohio -- Mid Am Inc. and Security First Corp. have announced a definitive agreement to merge.

The agreement provides for the exchange of 1.16 Mid Am common shares for each Security common share outstanding. The transaction is valued at $17.98 per Security common share, or an aggregate value of $78.9 .million after assumption of Security's stock options and convertible subordinated debentures.

The transaction will be structured as a tax-free exchange and will be accounted for under the pooling-of-interests method. Shareholders of Security will have an option to receive cash in lieu of Mid Am common stock not to exceed 9.5% of the transaction.

Mid Am has $1.9 billion in assets, and Security $405 million.

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