- Headquartered in Columbus, Ind., Indiana Community Bancorp is
the holding company for Indiana Bank and Trust Company
- The acquisition includes 17 full service banking centers and
nearly $985 million in assets
- The transaction is expected to close 2Q of 2012
Old National Bancorp (NYSE:ONB) and Indiana Community Bancorp
(Nasdaq:INCB) of Columbus, Ind., jointly announced today the
execution of a definitive agreement pursuant to which Old National
will acquire Indiana Community Bancorp through a merger.
With nearly $985 million in assets, Indiana Community Bancorp is
an Indiana bank holding company with Indiana Bank and Trust Company
as its wholly owned subsidiary. Founded in 1908, Indiana Bank and
Trust serves the South Central Indiana area with 17 full-service
banking centers.
Founded in Evansville in 1834, with $8.9 billion in assets and
more than 180 branches, Old National is the largest financial
services holding company headquartered in Indiana. This acquisition
strengthens Old National's position as the third largest branch
network in Indiana. Old National also operates banking centers in
Southern Illinois and Western Kentucky, as well as in the
Louisville market.
"We are thrilled that this partnership will enable us to unite
two Indiana-based community banks with a shared legacy of
commitment and service to Hoosier families and businesses. We are
honored to partner with such a highly regarded institution with a
focus on basic banking and a well-earned reputation for community
involvement," said Old National Bancorp President & CEO Bob
Jones. "It also allows Old National to expand our service area into
a vibrant, growing region and enables Indiana Bank and Trust Co.'s
loyal client base to continue doing business with a
community-focused, Indiana-based financial institution with a very
similar culture and values."
"We are pleased to be joining strengths with Old National Bank,"
said John Keach, Jr., Chairman & CEO of Indiana Bank and Trust
Co. "This alliance will benefit our customers through
enhancements to our products and delivery services, and rewards our
shareholders for their continued investment in IBT. The
community-minded culture and strong reputation of Old National will
make this transition straightforward for our customers."
Under the terms of the merger agreement, which was approved by
the boards of both companies, Indiana Community Bancorp
shareholders will receive 1.90 shares of Old National Bancorp
common stock for each share of Indiana Community Bancorp common
stock held by them. Based upon a $12.00 per share Old National
Bancorp common stock price (stock price based on 20 day average
from December 21, 2011, to January 20, 2012) the transaction is
valued at approximately $79.2 million. The transaction value will
likely change before close due to fluctuations in the price of Old
National common stock. As provided in the merger agreement,
the exchange ratio is subject to certain adjustments (calculated
prior to closing) under circumstances where the consolidated
shareholders' equity of Indiana Community Bancorp is below a
specified amount, the loan delinquencies of Indiana Community
Bancorp exceed a specified amount or the credit mark for certain
loans of Indiana Community Bancorp falls outside a specified
range.
The transaction is expected to close in the second quarter of
2012 and is subject to approval by federal and state regulatory
authorities and Indiana Community Bancorp's shareholders and the
satisfaction of the closing conditions provided in the merger
agreement. Old National intends, subject to regulatory
approval, for the outstanding preferred stock issued by Indiana
Community Bancorp in connection with its participation in the U.S.
Treasury's Capital Purchase Program under TARP to be redeemed prior
to the closing of the transaction. The merger agreement also
provides that Indiana Bank and Trust Company will be merged into
Old National Bank simultaneous with the merger of the holding
companies.
Old National Bancorp was advised by RBC Capital Markets and the
law firm of Krieg DeVault LLP. Indiana Community Bancorp was
advised by Sandler O'Neill + Partners, L.P. and the law firm of
Barnes and Thornburg LLP.
About Old National
Old National Bancorp is the largest financial services holding
company headquartered in Indiana and, with $8.9 billion in assets,
ranks among the top 100 banking companies in the United States.
Since its founding in Evansville in 1834, Old National has focused
on community banking by building long-term, highly valued
partnerships with clients in its primary footprint of Indiana,
Illinois and Kentucky. In addition to providing extensive
services in retail and commercial banking, wealth management,
investments and brokerage, Old National also owns Old National
Insurance which is one of the top 100 largest agencies in the US
and the 10th largest bank-owned insurance agency. For more
information and financial data, please visit Investor Relations at
oldnational.com.
About Indiana Community Bancorp
With 17 full service branches and $985 million total assets,
Indiana Community Bancorp is the Indiana bank holding company for
Indiana Bank and Trust Company. Since its founding in 1908, Indiana
Bank and Trust has built its reputation and its legacy on creating
strong partnerships, providing flexible financial solutions and
actively supporting the communities within its footprint. For
additional information, visit www.myindianabank.com.
Additional Information for Shareholders
In connection with the proposed merger, Old National Bancorp
will file with the Securities and Exchange Commission a
Registration Statement on Form S-4 that will include a Proxy
Statement of Indiana Community Bancorp and a Prospectus of Old
National Bancorp, as well as other relevant documents concerning
the proposed transaction. Shareholders are urged to read the
Registration Statement and the Proxy Statement/Prospectus regarding
the merger when it becomes available and any other relevant
documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information. A free copy of the Proxy Statement/Prospectus, as well
as other filings containing information about Old National Bancorp
and Indiana Community Bancorp, may be obtained at the SEC's
Internet site (http://www.sec.gov). You will also be able to obtain
these documents, free of charge, from Old National Bancorp at
www.oldnational.com under the tab "Investor Relations" and then
under the heading "Financial Information" or from Indiana Community
Bancorp by accessing Indiana Community Bancorp's website at
www.myindianabank.com under the tab "Shareholder Relations" and
then under the heading "Documents."
Old National Bancorp and Indiana Community Bancorp and certain
of their directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders
of Indiana Community Bancorp in connection with the proposed
merger. Information about the directors and executive officers of
Old National Bancorp is set forth in the proxy statement for Old
National's 2011 annual meeting of shareholders, as filed with the
SEC on a Schedule 14A on March 25, 2011. Information about the
directors and executive officers of Indiana Community Bancorp is
set forth in the proxy statement for Indiana Community Bancorp's
2011 annual meeting of shareholders, as filed with the SEC on a
Schedule 14A on March 22, 2011. Additional information regarding
the interests of those participants and other persons who may be
deemed participants in the transaction may be obtained by reading
the Proxy Statement/Prospectus regarding the proposed merger when
it becomes available. Free copies of this document may be obtained
as described in the preceding paragraph.
Conference Call
Old National will hold a conference call at 11:30 a.m. Eastern
on Wednesday, January 25, 2012, to discuss the pending acquisition
of Indiana Community Bancorp. The live audio web cast of the
call, along with the corresponding presentation slides, will be
available on the Company's Investor Relations web page at
oldnational.com and will be archived there for 12 months. A
replay of the call will also be available from 1:00 p.m. Eastern on
January 26 through February 9. To access the replay, dial
1-855-859-2056, conference code 46342574.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements include, but are not limited to,
descriptions of Old National Bancorp's and Indiana Community
Bancorp's financial condition, results of operations, asset and
credit quality trends and profitability and statements about the
expected timing, completion, financial benefits and other effects
of the proposed merger. Forward-looking statements can be
identified by the use of the words "anticipate," "believe,"
"expect," "intend," "could" and "should," and other words of
similar meaning. These forward-looking statements express
management's current expectations or forecasts of future events
and, by their nature, are subject to risks and uncertainties and
there are a number of factors that could cause actual results to
differ materially from those in such statements. Factors that
might cause such a difference include, but are not limited to:
expected cost savings, synergies and other financial benefits from
the proposed merger not being realized within the expected time
frames and costs or difficulties relating to integration matters
might be greater than expected; the requisite shareholder and
regulatory approvals for the proposed merger might not be obtained;
market, economic, operational, liquidity, credit and interest rate
risks associated with Old National Bancorp's and Indiana Community
Bancorp's businesses, competition, government legislation and
policies (including the impact of the Dodd-Frank Wall Street Reform
and Consumer Protection Act and its related regulations); the
ability of Old National Bancorp or Indiana Community Bancorp to
execute their respective business plans (including the proposed
acquisition of Indiana Community Bancorp); changes in the economy
which could materially impact credit quality trends and the ability
to generate loans and gather deposits; failure or circumvention of
either Old National Bancorp's or Indiana Community Bancorp's
internal controls; failure or disruption of our information
systems; significant changes in accounting, tax or regulatory
practices or requirements; new legal obligations or liabilities or
unfavorable resolutions of litigations; other matters discussed in
this press release and other factors identified in Old National
Bancorp's and Indiana Community Bancorp's Annual Reports on Form
10-K and other periodic filings with the Securities and Exchange
Commission. These forward-looking statements are made only as
of the date of this press release, and neither Old National Bancorp
nor Indiana Community Bancorp undertakes an obligation to release
revisions to these forward-looking statements to reflect events or
conditions after the date of this press release.
CONTACT: Old National Bancorp:
Kathy A. Schoettlin - (812) 465-7269
Executive Vice President - Communications
Lynell J. Walton - (812) 464-1366
Senior Vice President - Investor Relations
Indiana Community Bancorp:
LuAnne Whewell - (812) 373-8227
Senior Vice President - Marketing
Indiana Community Bancorp (MM) (NASDAQ:INCB)
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