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EX-99.1 - EX-99.1 - MAINSOURCE FINANCIAL GROUPa14-10108_1ex99d1.htm
EX-2.1 - EX-2.1 - MAINSOURCE FINANCIAL GROUPa14-10108_1ex2d1.htm
EX-10.1 - EX-10.1 - MAINSOURCE FINANCIAL GROUPa14-10108_1ex10d1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (date of earliest event reported):  April 7, 2014

 

MainSource Financial Group, Inc.

(Exact name of registrant as specified in its charter)

 

Indiana

 

0-12422

 

35-1562245

State or Other Jurisdiction of
Incorporation or
Organization

 

Commission File No.

 

I.R.S. Employer
Identification Number

 

2105 North State Road 3 Bypass

Greensburg, Indiana 47240

(Address of principal executive offices)

 

(812) 663-0157

(Registrant’s Telephone Number,

Including Area Code)

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x                        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 1.01                                           Entry into a Material Definitive Agreement

 

On April 7, 2014, MainSource Financial Group, Inc., an Indiana corporation (“MainSource”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MBT Bancorp, an Indiana corporation (“MBT”), pursuant to which MBT will merge with and into MainSource, whereupon the separate corporate existence of MBT will cease and MainSource will survive (the “Merger”).  It is anticipated that simultaneous with the Merger, The Merchant’s Bank and Trust Company, an Indiana chartered commercial bank and a wholly-owned subsidiary of MBT (“Merchants”) will merge with and into MainSource Bank, an Indiana chartered commercial bank and wholly-owned subsidiary of MainSource, with MainSource Bank as the surviving bank.

 

The Merger Agreement has been approved by the boards of directors of each of MainSource and MBT.  Subject to the approval of MBT’s shareholders of the Merger, regulatory approvals and other customary closing conditions, the parties anticipate completing the Merger in the third quarter of 2014.

 

The members of the board of directors of MBT have entered into a voting agreement pursuant to which they have agreed to vote their shares of MBT common stock in favor of the Merger.  A copy of the voting agreement is filed hereto as Exhibit 10.1 and incorporated herein by reference.

 

The Merger Agreement provides that shareholders of MBT may elect to receive either 2.055 shares of MainSource common stock or $35.16 in cash for each share of MBT common stock owned, subject to proration provisions specified in the Merger Agreement that provide for a targeted aggregate split of total consideration of 60% common stock and 40% cash. Based upon the April 4, 2014 closing price of $16.40 per share of MainSource common stock, the transaction is valued at approximately $33.8 million.

 

At the effective time of the Merger, the Exchange Ratio may be adjusted in the manner prescribed in the Merger Agreement based on the following: (i) if there is a change in the number of shares of common stock issued and outstanding prior to the effective time of the Merger by way of a reorganization, reclassification, recapitalization, stock split (including a reverse stock split), stock dividend or stock distribution, combination or readjustment of shares or similar transaction with respect to the outstanding MainSource common stock or MBT common stock; and (ii) at MainSource’s option, in the manner prescribed in the Merger Agreement, following written notice from MBT within a specified timeframe prior to the scheduled closing date requesting an adjustment to the Exchange Ratio due to a specified decrease in MainSource’s market value.

 

The Merger Agreement contains representations, warranties and covenants of MainSource and MBT including, among others, covenants that require (i) MBT to conduct its business in the ordinary course during the period between the execution of the Merger Agreement and the effective time of the Merger or earlier termination of the Merger Agreement and (ii) MBT not to engage in certain kinds of transactions during such period (without the prior written consent of MainSource).  Subject to certain terms and conditions, the board of directors of MBT will recommend the approval and adoption of the Merger Agreement and the Merger

 

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contemplated thereby, and will solicit proxies voting in favor of the Merger Agreement from MBT’s shareholders. MBT has also agreed not to (i) solicit proposals relating to alternative business combination transactions or (ii) subject to certain exceptions, enter into discussions or negotiations or provide confidential information in connection with any proposals for alternative business combination transactions.

 

The Merger Agreement provides certain termination rights for both MainSource and MBT, and further provides that upon termination of the Merger Agreement under certain circumstances, MBT will be obligated to pay MainSource a termination fee of $1.4 million.

 

As noted above, consummation of the Merger is subject to various conditions, including (i) receipt of the requisite approval of the shareholders of MBT, (ii) receipt of regulatory approvals, (iii) absence of any law or order prohibiting the closing, and (iv) effectiveness of the registration statement to be filed by MainSource with the Securities and Exchange Commission (the “SEC”) with respect to the MainSource common stock to be issued in the Merger.   In addition, each party’s obligation to consummate the Merger is subject to certain other conditions, including the accuracy of the representations and warranties of the other party and compliance of the other party with its covenants in all material respects.

 

The Merger Agreement also contains representations and warranties that the parties have made to each other as of specific dates. Except for its status as a contractual document that establishes and governs the legal relations among the parties with respect to the Merger described therein, the Merger Agreement is not intended to be a source of factual, business or operational information about the parties. The representations and warranties contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates, may be subject to a contractual standard of materiality different from what a shareholder might view as material, may have been used for purposes of allocating risk between the respective parties rather than establishing matters as facts, may have been qualified by certain disclosures not reflected in the Merger Agreement that were made to the other party in connection with the negotiation of the Merger Agreement and generally were solely for the benefit of the parties to that agreement. Shareholders should read the Merger Agreement together with the other information concerning MainSource and MBT that is publicly filed in reports and statements with the SEC.

 

The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

 

Pursuant to General Instruction F to Form 8-K, a press release issued by MainSource is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Additional Information for Shareholders

 

In connection with the proposed merger, MainSource will file with the Securities and Exchange Commission a Registration Statement on Form S-4 that will include a Proxy Statement of MBT and a Prospectus of MainSource, as well as other relevant documents concerning the proposed transaction. Shareholders are urged to read the Registration Statement and the Proxy

 

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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 MainSource, 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 MainSource at www.mainsourcebank.com under the tab “Investor Relations”.

 

MainSource and MBT and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of MBT in connection with the proposed merger. Information about the directors and executive officers of MainSource is set forth in the proxy statement for MainSource’s 2014 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 21, 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.

 

Forward-Looking Statements

 

This Current Report on Form 8-K 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 MainSource’s and MBT’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 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 MainSource’s and MBT’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 MainSource and MBT to execute their respective business plans (including the proposed acquisition of MBT);  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 MainSource’s or MBT’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 Report and other factors identified in MainSource’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 Report, and neither MainSource nor MBT undertakes an obligation to release revisions to these forward-looking statements to reflect events or conditions after the date of this Report.

 

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Item 9.01                                           Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

2.1

 

Agreement and Plan of Merger, dated April 7, 2014, by and between MainSource Financial Group, Inc. and MBT Bancorp

 

 

 

10.1

 

Form of Voting Agreement dated April 7, 2014

 

 

 

99.1

 

Press Release issued by MainSource Financial Group, Inc. dated April 7, 2014

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

DATE: April 7, 2014

MAINSOURCE FINANCIAL GROUP, INC.

 

 

 

 

 

/s/ Archie M. Brown, Jr.

 

Archie M. Brown, Jr.

 

President and Chief Executive Officer

 

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