- LSB Financial's subsidiary, Lafayette Savings Bank, is the
largest bank headquartered in Lafayette, Indiana
- Expected to be immediately accretive to 2015 earnings by $7.5
million, or $.03 per share
- Acquisition continues Old National's strategy of regional
expansion while more than doubling the bank's presence in the
economically strong Lafayette market
- Includes five banking centers in Tippecanoe County, along with
$366 million in assets and $312 million in deposits
- With strong reputation and community banking-focus, Lafayette
Savings Bank was voted best bank in Lafayette market the last two
years (Lafayette Journal & Courier annual reader survey);
Boasts a tremendous legacy - founded in 1869
Evansville-based Old National Bancorp (Nasdaq:ONB) ("Old National")
and Lafayette-based LSB Financial Corp. (Nasdaq:LSBI) ("LSB"),
jointly announced today the execution of a definitive agreement
under which Old National will acquire LSB Financial through a stock
and cash merger.
With $366 million in total assets and just over $312 million in
deposits, LSB Financial is a savings and loan holding company with
Lafayette Savings Bank as its wholly-owned subsidiary. The largest
bank headquartered in Lafayette, Lafayette Savings Bank currently
operates five full-service banking centers in Tippecanoe County,
which is home to Purdue University and a successful high-tech
manufacturing sector.
Founded in Evansville in 1834, with $9.5 billion in assets and
166 branches (as of March 31, 2014), Old National is the largest
financial services holding company headquartered in Indiana and the
fourth largest deposit holder in the Hoosier state. Currently Old
National has two banking centers in Lafayette and one in West
Lafayette and others throughout Indiana, as well as banking centers
in Southern Illinois, Southwestern Michigan, Western Kentucky and
Louisville.
"This partnership continues Old National's path of regional
expansion by more than doubling our presence in the Lafayette
market, and it also marks the union of two like-minded banks with
outstanding legacies of client service and community engagement,"
said Old National President & CEO Bob Jones. "By acquiring the
community bank in Tippecanoe County, Old National is reinforcing
our standing as the Indiana bank and one of the leading community
focused banks in all of our markets."
Randolph F. Williams, President and CEO of LSB Financial added,
"Old National is an established, well-managed company that is truly
Indiana's bank; they care about the people in the markets they
serve. This partnership is in the best interests of our
shareholders who will become part of a larger and growing
institution. Our board believes that the best way to advance our
long-standing commitment to the Lafayette community is to partner
with a larger institution that has demonstrated commitment to our
values, is respectful of our history, and has the ability to grow
opportunities for our community, customers and employees. I'm
looking forward to working with Bob and his team to establish this
partnership."
Under the terms of the merger agreement, which was unanimously
approved by the boards of both companies, shareholders of LSB
Financial will receive 2.269 shares of Old National common stock
and $10.63 in cash (fixed) for each share of LSB Financial common
stock. Based upon the June 3, 2014, closing price of $13.68
per share of Old National common stock, the transaction is valued
at approximately $41.67 per share of LSB Financial common stock, or
approximately $66.7 million. The transaction value is likely to
change due to fluctuations in the price of Old National common
stock. As provided in the merger agreement, the exchange ratio is
subject to adjustment (calculated prior to closing) in the event
shareholders' equity of LSB Financial is below a specified
amount.
The transaction is expected to close in mid-to-late fourth
quarter of 2014. It remains subject to approval by LSB
Financial's shareholders and approval by federal regulatory
authorities as well as the satisfaction of other customary closing
conditions provided in the merger agreement. The merger agreement
also provides that Lafayette Savings Bank will be merged into Old
National Bank.
Old National was advised by Keefe, Bruyette and Woods and the
law firm of Krieg DeVault LLP. LSB Financial was advised by Sandler
O'Neill + Partners, L.P. and the law firm of Barnes & Thornburg
LLP.
About Old National
Old National Bancorp (Nasdaq:ONB) is the largest financial
services holding company headquartered in Indiana. With $9.5
billion in assets as of March 31, 2014, it ranks among the top 100
banking companies in the United States. Since its founding in
Evansville, Ind., in 1834, Old National Bank has focused on
community banking by building long-term, highly valued partnerships
with its clients. Today, Old National's footprint includes Indiana,
Western Kentucky and Louisville, Southern Illinois and Southwestern
Michigan. In addition to providing extensive services in retail and
commercial banking, wealth management, investments and brokerage,
Old National owns Old National Insurance, one of the 100 largest
brokers in the nation. For more information and financial data,
please visit Investor Relations at oldnational.com.
About LSB Financial
LSB Financial Corp. (Nasdaq:LSBI) owns the largest bank
headquartered in Lafayette, Indiana. Lafayette Savings Bank, FSB
owns five banking centers in Tippecanoe County. It is a
community-focused organization with a legacy of service that dates
back to 1869. For more information, please visit Investor Relations
at lsbank.com.
Conference Call
Old National will hold a conference call at 9:15 a.m. Central
Time on June 4, 2014, to discuss the announced partnership with LSB
Financial. The live audio web cast of the call, along with the
corresponding presentation slides, will be available on Old
National'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 7:00 a.m. Central Time on June 5 through midnight
June 19. To access the replay, dial 1-855-859-2056, conference
code 55912440.
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,
statements about the expected timing, completion, financial
benefits and other effects of the proposed merger between Old
National Bancorp ("ONB") and LSB Financial Corp.
("LSB"). 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 might not be 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 ONB's and LSB'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); ability of ONB and LSB to execute their
respective business plans (including ONB's pending acquisitions of
LSB and United Bancorp, Inc.); changes in the economy which
could materially impact credit quality trends and the ability to
generate loans and gather deposits; failure or circumvention of our
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 our 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 ONB nor
LSB undertakes an obligation to release revisions to these
forward-looking statements to reflect events or conditions after
the date of this press release.
Additional Information About the Old
National Bancorp/LSB Financial Corp. Transaction
Communications in this document do not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. In connection with the
proposed merger, Old National Bancorp ("Old National" or "ONB")
will file with the Securities and Exchange Commission ("SEC") a
Registration Statement on Form S-4 that will include a Proxy
Statement of LSB Financial Corp. ("LSB" or "LSBI") and a Prospectus
of Old National, 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 and LSB,
may be obtained at the SEC's Internet site (http://www.sec.gov).
You will also be able to obtain these documents (when available),
free of charge, from Old National at www.oldnational.com under the
tab "Investor Relations" and then under the heading "Financial
Information" or from LSB by accessing LSB's website at
www.lsbank.com under the heading "About" and then under the heading
"Investor Relations"
Old National and LSB and certain of their directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of LSB in connection
with the proposed merger. Information about the directors and
executive officers of Old National is set forth in the proxy
statement for Old National's 2014 annual meeting of shareholders,
as filed with the SEC on a Schedule 14A on March 14, 2014.
Information about the directors and executive officers of LSB is
set forth in the proxy statement for LSB's 2014 annual meeting of
shareholders, as filed with the SEC on a Schedule 14A on March 14,
2014. 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.
CONTACT: Old National Contacts:
Kathy A. Schoettlin - (812) 465-7269/(812) 319-2711
Media Relations
Lynell J. Walton - (812) 464-1366
Investor Relations
LSB Financial Contact:
David Huhnke - (765) 429-2807
Media Relations
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