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Published on 7/24/2007 in the Prospect News Special Situations Daily.

United Community Financial, PVF Capital agree to stock and cash merger

By Lisa Kerner

Charlotte, N.C., July 24 - United Community Financial Corp., the holding company for the Home Savings and Loan Co. and Butler Wick Corp., agreed to acquire PVF Capital Corp. in a stock and cash transaction valued at about $130.8 million.

Under the terms of the agreement, PVF shareholders can elect to receive for each share of PVC stock they own $18.50 in cash, 1.852 shares of United Community common stock, or a combination of $9.25 in cash and 0.926 of a share of United Community common stock.

The companies expect the transaction to close at or near the end of 2007. Following the closing, Park View Federal Savings Bank offices will become branches of Home Savings. In addition, two current members of the PVF Capital board, Ronald D. Holman II and Stanley T. Jaros, will become directors on the boards of United Community and Home Savings and Loan.

John R. Male, current chairman of the board and chief executive officer of Park View Savings Bank, will remain in an executive capacity at Home Savings and will join the Home Savings board of directors.

"From a strategic perspective, this acquisition will give Home Savings considerable presence in the Greater Cleveland market and will strongly complement the corporate expansion we have achieved throughout the past several years," United Community chairman and chief executive officer Douglas M. McKay said in a company news release.

United Community is being advised by Stifel, Nicolaus & Co., Inc, and Vorys, Sater, Seymour and Pease LLP. PVF Capital is being advised by Keefe, Bruyette & Woods and Muldoon Murphy & Aguggia, LLP.

United Community is a Youngstown, Ohio-based unitary thrift holding company.

PVF Capital, based in Solon, Ohio, is the holding company for Park View Federal Savings Bank.

Acquirer:United Community Financial Corp.
Target:PVF Capital Corp.
Transaction total:$130.8 million
Price per share:$18.50 in cash, 1.852 United Community shares, or a combination of $9.25 in cash and 0.926 of a United Community share
Announcement date:July 24
Expected closing:By the end of 2007
Stock price for acquirer:Nasdaq: UCFC: $8.21 on July 23
Stock price for target:Nasdaq: PVFC: $12.58 on July 23

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