Attached files
| file | filename |
|---|---|
| 8-K - GERMAN AMERICAN BANCORP, INC. | v198172_8k.htm |
| EX-99.2 - GERMAN AMERICAN BANCORP, INC. | v198172_ex99-2.htm |
| EX-99.1 - GERMAN AMERICAN BANCORP, INC. | v198172_ex99-1.htm |
GERMAN
AMERICAN BANCORP, INC.
NEWS
RELEASE
For
additional information, contact:
Mark A Schroeder, Chief Executive Officer of German
American Bancorp, Inc.
Bradley M Rust, Executive Vice President/CFO of
German American Bancorp, Inc.
(812)
482-1314
Page 1 of
5
|
OCTOBER
4, 2010
|
GERMAN
AMERICAN BANCORP, INC., AND AMERICAN COMMUNITY BANCORP, INC., ANNOUNCE
DEFINITIVE MERGER AGREEMENT
|
JASPER,
INDIANA & EVANSVILLE, INDIANA – October 4, 2010 -- German American Bancorp,
Inc. (NASDAQ: GABC) (“German American”) and American Community Bancorp, Inc.
(OTCBB: ACBP.OB) (“American Community”), announced today that they have entered
into a definitive agreement to merge American Community into German
American. Upon completion of the transaction, American Community’s
subsidiary bank, Bank of Evansville, will be merged into German American’s
similarly-named subsidiary bank, German American Bancorp.
Under
terms of the definitive agreement, American Community common shareholders will
receive 0.725 shares of German American common stock for each share of American
Community in a tax free exchange, plus a cash payment of $2.00 per American
Community share.
Based
upon the closing price of German American’s common shares on October 4, 2010
($16.70), the transaction has a present indicated value of approximately $14.11
per American Community common share. This represents a premium of 41%
over the closing price ($10.00) of American Community’s common shares on October
4, 2010. Because the value of this transaction to holders of American Community
common shares as of any future date will in large part be a function of the
then-current market price of German American’s common stock, the parties expect
that the transaction value will vary over the period of time prior to and at
closing in the same direction as the market price of German American’s common
shares varies over that same time period.
Based on
American Community’s number of common shares currently outstanding, German
American expects to issue approximately 1,435,000 shares of its common stock,
and pay approximately $3,960,000 cash, for all of the issued and outstanding
common shares of American Community that are not now owned by German
American.
On this
basis, the basic transaction has an aggregate indicated value (valuing German
American’s common shares at their October 4, 2010, NASDAQ closing price) of
approximately $27.9 million. The basic transaction value
excludes the indicated value of the approximately 9.2% interest of German
American in American Community’s outstanding stock and the cash payments to be
made in cancellation of dilutive stock options and warrants.
GERMAN
AMERICAN BANCORP, INC.
NEWS
RELEASE
For
additional information, contact:
Mark A Schroeder, Chief Executive Officer of German
American Bancorp, Inc.
Bradley M Rust, Executive Vice President/CFO of
German American Bancorp, Inc.
(812)
482-1314
Page 2 of
5
The total
indicated transaction value is estimated to be approximately $29.7
million. This amount includes an estimated $1.8 million of
cancellation payments to the holders of the dilutive options and warrants on the
basis of German American’s October 4, 2010 closing price and the number of
dilutive options and warrants outstanding on that date.
Mark A.
Schroeder, Chairman and CEO of German American, stated, “American Community’s
bank subsidiary, Bank of Evansville, has built a solid community banking
organization over the ten years since it was founded by many of the same
Evansville business leaders who currently remain on its Board of Directors. This
transaction provides an excellent opportunity for German American to enhance its
presence in the Evansville, Indiana market, which we entered in May 2010 through
the purchase of two branches of another banking organization. This
merger positions German American with a total of five strategic offices in the
Evansville market and increases our deposit market share in that market to
number four.”
“We
expect that this strategic, in-market opportunity will be accretive to German
American’s earnings per share during the 12 months following completion of the
transaction,” said Schroeder. “We have completed extensive on-site diligence,
including review of American Community’s loan portfolio. German American’s pro
forma capital ratios will continue to significantly exceed “well-capitalized”
levels, enabling us to continue to take advantage of opportunities in the
marketplace.”
Dr.
Barney Maynard, Chairman of American Community, stated, “We are delighted to
become a part of German American’s organization and believe the combination
created by our two companies will enable us to better serve our customers
through increased convenience as well as the addition of broader financial
services. German American’s reputation, financial strength and capabilities will
enhance our ability to meet the expanding needs of our customers. Our
shareholders will be receiving shares of a strong, successful dividend-paying
banking company, with greater market liquidity and trading volume than the
market for our shares. This would have not have been possible without
the excellent work of all of our employees since the time of our founding,
including our senior management team led by Mike Sutton, our President and
CEO.”
The
transaction is expected to be completed around the end of 2010 or in early
2011. Completion of the transaction is subject to approval by
regulatory authorities and American Community’s shareholders as well as certain
other closing conditions.
GERMAN
AMERICAN BANCORP, INC.
NEWS
RELEASE
For
additional information, contact:
Mark A Schroeder, Chief Executive Officer of German
American Bancorp, Inc.
Bradley M Rust, Executive Vice President/CFO of
German American Bancorp, Inc.
(812)
482-1314
Page 3 of
5
German
American was advised by the investment banking firm of Keefe, Bruyette &
Woods, Inc., as well as the law firms of Ice Miller LLP and Mark Barnes Law
PC. American Community was advised by the investment banking firm of
Stifel, Nicolaus & Company, Incorporated and the law firm of Lewis, Rice
& Fingersh, L.C.
ADDITIONAL
INFORMATION
German
American will file a Registration Statement on Form S-4 that will include a
proxy statement of American Community and a prospectus of German American and
other relevant documents concerning the proposed merger with the Securities and
Exchange Commission. SHAREHOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. You will be able to
obtain a copy of the proxy statement/prospectus, as well as other filings
containing information about German American, without charge, at the Securities
and Exchange Commission’s website (http://www.sec.gov). Copies of the proxy
statement/prospectus and the filings with the Securities and Exchange Commission
that will be incorporated by reference in the proxy statement/prospectus can
also be obtained, without charge, by directing a request to Terri A. Eckerle,
Shareholder Relations, German American Bancorp, Inc., 711 Main Street, Box 810,
Jasper, Indiana 47546, telephone 812-482-1314 or John Schenk, Chief Financial
Officer, American Community Bancorp, Inc., 4424 Vogel Road, Evansville, Indiana,
47715, telephone 812-962-2265.
This
communication does not constitute an offer of any securities for
sale.
ABOUT
AMERICAN COMMUNITY
American
Community Bancorp, Inc., through its wholly owned subsidiary, Bank of
Evansville, provides a full range of commercial and consumer banking services in
the Evansville, Indiana, area, from three banking offices located on the east,
west and north sides of the city. At June 30, 2010,
American Community reported total assets of approximately $312 million, total
loans of approximately $246 million, and total deposits of approximately $269
million.
GERMAN
AMERICAN BANCORP, INC.
NEWS
RELEASE
For
additional information, contact:
Mark A Schroeder, Chief Executive Officer of German
American Bancorp, Inc.
Bradley M Rust, Executive Vice President/CFO of
German American Bancorp, Inc.
(812)
482-1314
Page 4 of
5
ABOUT
GERMAN AMERICAN
German
American Bancorp, Inc. is a financial services holding company that operates,
through its principal banking subsidiary, 30 retail banking offices in 12
contiguous southern Indiana counties. German American also owns a trust,
brokerage and financial planning subsidiary, as well as a full service property
and casualty insurance agency. At June 30, 2010, German American reported total
assets of approximately $1.3 billion, total loans of approximately $913 million,
and total deposits of approximately $1.1 billion.
FORWARD-LOOKING
STATEMENTS
Certain
statements contained in this release constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. You
can identify forward-looking statements by words such as “may,” “hope,” “will,”
“should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,”
“predict,” “potential,” “continue,” “could,” “future” or the negative of those
terms or other words of similar meaning. You should read statements that contain
these words carefully because they discuss our future expectations or state
other “forward-looking” information. These forward-looking statements include,
but are not limited to, statements relating to the anticipated consummation of
the merger transaction and the expected effects of the transaction, anticipated
future operating and financial performance measures, including net interest
margin, credit quality, business initiatives, growth opportunities and growth
rates, among other things, and encompass any estimate, prediction, expectation,
projection, opinion, anticipation, outlook or statement of belief included
therein as well as the management assumptions underlying these forward-looking
statements. You should be aware that the occurrence of the events described
under the caption “Risk Factors” in German American’s filings with the
Securities and Exchange Commission could have an adverse effect on our business,
results of operations and financial condition. Should one or more of these risks
materialize, or should any such underlying assumptions prove to be significantly
different, actual results may vary significantly from those anticipated,
estimated, projected or expected.
GERMAN
AMERICAN BANCORP, INC.
NEWS
RELEASE
For
additional information, contact:
Mark A Schroeder, Chief Executive Officer of German
American Bancorp, Inc.
Bradley M Rust, Executive Vice President/CFO of
German American Bancorp, Inc.
(812)
482-1314
Page 5 of
5
Risks
that relate specifically to the proposed transaction that could cause actual
results to differ materially from current expectations of management include,
but are not limited to, the failure to obtain the required regulatory or
shareholder approvals or failure of any of the other conditions which would
result in the transaction not being completed, American Community's operations
may not be integrated successfully into German American's operations or such
integration may be more difficult, time-consuming or costly than expected, the
expected revenue synergies and cost savings from the transaction may not be
fully realized or realized within the expected timeframe, customer and employee
relationships and business operations may be disrupted by the transaction, and
the ability to complete the transaction on the expected timeframe may be more
difficult, time-consuming or costly than expected. In addition, risks that
relate to our businesses that could cause actual results to differ materially
from current expectations of management include, but are not limited to, changes
in the level of nonperforming assets and charge-offs, local, state and national
economic and market conditions, including the extent and duration of the current
volatility in the credit and financial markets, changes in our ability to
measure the fair value of assets in our portfolio, material changes in the level
and/or volatility of market interest rates, the performance and demand for the
products and services we offer, including the level and timing of withdrawals
from our deposit accounts, the costs and effects of litigation and of unexpected
or adverse outcomes in such litigation, our ability to attract
noninterest-bearing deposits and other low-cost funds, competition in loan and
deposit pricing, as well as the entry of new competitors into our markets
through de novo expansion and acquisitions, economic conditions and monetary and
other governmental actions designed to address the level and volatility of
interest rates and the volatility of securities, currency and other markets, the
enactment of legislation and changes in existing regulations, or enforcement
practices, or the adoption of new regulations, changes in accounting standards
and practices, including changes in the interpretation of existing standards,
that affect our consolidated financial statements, changes in consumer spending,
borrowings and savings habits, technological changes, changes in the financial
performance or condition of our borrowers, changes in our ability to control
expenses, changes in our compensation and benefit plans, greater than expected
costs or difficulties related to the integration of mergers, new products and
lines of business, natural disasters, environmental disasters, acts of war or
terrorism and other risks described in our filings with the Securities and
Exchange Commission.
Although
we believe that the expectations reflected in such forward-looking statements
are reasonable, we can give no assurance that such expectations will prove to be
correct. Except as required by law, we undertake no obligation to update or
revise any of this information, whether as the result of new information, future
events or developments or otherwise.
CONTACT:
German
American Investor Contacts: Mark A Schroeder, Chairman & CEO or
Bradley M Rust, Executive Vice President/CFO (812)
482-1314
Media
Contact: Mark A Schroeder, Chairman & CEO (812)
482-1314
or
American
Community Investor Contact: Michael S Sutton, President & CEO or
John M Schenk, CFO (812) 962-2265