Horizon Bancorp (NASDAQ: HBNC) (“Horizon”) and CNB Bancorp today
announced they have executed a definitive merger agreement (the
“Merger Agreement”) pursuant to which Horizon will acquire CNB
Bancorp, parent company of The Central National Bank and Trust
Company (“Central National Bank & Trust”).
Under the terms of the Merger Agreement, stockholders of CNB
Bancorp will receive cash consideration consisting of a special
dividend (calculated as capital in excess of 8% of CNB Bancorp’s
total assets, less certain after tax transaction costs, all as
described in the Merger Agreement) and an amount to be paid by
Horizon equal to 120% of remaining capital. These amounts will be
determined as of the end of the month prior to the closing of the
merger. These amounts are dependent on CNB Bancorp’s earnings and
other factors, but if the cash consideration for the stockholders
were calculated as of March 31, 2016, the stockholders would
receive, in the aggregate, a $6.7 million special dividend and a
$5.3 million payment from Horizon.
CNB Bancorp is headquartered in Attica, Indiana, and through its
wholly-owned subsidiary Central National Bank & Trust, which
was established in 1887, serves the greater Attica area with one
full-service banking location and one drive-up location. As of
March 31, 2016, CNB Bancorp had total assets of approximately $55.3
million.
Horizon Bancorp is a community bank holding company
headquartered in Michigan City, Indiana with total assets of $2.6
billion as of March 31, 2016. Horizon Bancorp’s wholly-owned
subsidiary, Horizon Bank, NA (“Horizon Bank”), still operates under
its original charter, dating back to 1873, with fifty offices
extending throughout northern and central Indiana and southwestern
and central Michigan.
“We are enthusiastic about this merger, as it is consistent with
Horizon’s philosophy of partnering with banks that hold core values
similar to ours and a commitment to serving their local
communities,” said Horizon’s Chairman and Chief Executive Officer,
Craig M. Dwight. “Horizon will add value to Central National Bank
& Trust’s customer base through our extensive product and
service offerings and on-line banking services.”
Dwight further explained, “This merger provides an excellent
complement for Horizon to fill in the gap between our branch
locations in northern and central Indiana. We believe increasing
our presence in this region will provide Horizon with growth
opportunities and the ability to attract and retain seasoned
bankers, which are key components to our future success.”
William C. McAdams, Chief Executive Officer of Central National
Bank & Trust stated, “We are pleased with the opportunity to
partner with the Horizon Bank family and the increased
opportunities this provides our customers, employees and the
community we serve. Horizon’s demonstrated commitment to preserve
true community banking, which means local decision-making,
retention of local staff, commitment to community involvement, and
personal one-on-one service, will be keys to our joint and future
success. In addition, we are excited about Horizon’s ability to
offer mobile and internet banking services to our customer base and
higher lending limits to help us serve the business and
agricultural communities.”
In keeping with Horizon’s closely held belief to hire and retain
local talent, Horizon will name Sherri McGraw, Senior Vice
President, Central National Bank & Trust, as Horizon’s Market
President. “I am very excited about our merger with Horizon and all
of the new opportunities it will bring to the community, and I want
to assure our customers that I will be here to personally serve
them and all of their banking needs,” commented Sherri McGraw.
The merger is expected to close in the fourth quarter of 2016,
subject to approval by bank regulatory authorities and the
shareholders of CNB Bancorp, as well as the satisfaction of other
customary closing conditions. Central National Bank & Trust
will be merged with and into Horizon Bank, and the combined
operations will be continued under the Horizon Bank name.
Following the merger, and after the data processing and systems
conversion is complete, the customers of Central National Bank
& Trust will be able to access the product and service line-up
offered by Horizon Bank. “The depth of offerings we will be able to
provide after our banks become one is tremendous. Services like
mobile banking, remote check deposit, expanded agriculture and
mortgage loan products, cash management services for businesses and
investment services for both businesses and individuals – just to
name a few – will be fantastic additions to the personal service we
already provide our customers,” continued McAdams.
Horizon Bancorp was advised by the law firm of Barnes &
Thornburg LLP. CNB Bancorp was advised by the law firm of
SmithAmundsen, LLC and the investment banking firm Renninger &
Associates, LLC.
About Horizon Bancorp
Horizon Bancorp is a locally owned, independent, commercial bank
holding company serving northern and central Indiana and
southwestern and central Michigan through its commercial banking
subsidiary Horizon Bank, NA. Horizon also offers mortgage-banking
services throughout the Midwest. Horizon Bancorp may be reached
online at www.horizonbank.com. Its
common stock is traded on the NASDAQ Global Select Market under the
symbol HBNC.
About CNB Bancorp
CNB Bancorp is an Indiana corporation headquartered in Attica,
Indiana with The Central National Bank and Trust Company as its
wholly owned subsidiary. The Central National Bank and Trust
Company was founded in 1887 and offers banking services from its
full service office and drive-up facilities in Attica, Indiana. The
Central National Bank and Trust Company may be reached online at
www.centralnationalbankismybank.com
Forward Looking Statements
This press release may contain forward-looking statements
regarding the financial performance, business prospects, growth and
operating strategies of Horizon. For these statements, Horizon
claims the protections of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform
Act of 1995. Statements in this press release should be considered
in conjunction with the other information available about Horizon,
including the information in the filings we make with the
Securities and Exchange Commission. Forward-looking statements
provide current expectations or forecasts of future events and are
not guarantees of future performance. The forward-looking
statements are based on management’s expectations and are subject
to a number of risks and uncertainties. We have tried, wherever
possible, to identify such statements by using words such as
“anticipate,” “estimate,” “project,” “intend,” “plan,” “believe,”
“will” and similar expressions in connection with any discussion of
future operating or financial performance.
Although management believes that the expectations reflected in
such forward-looking statements are reasonable, actual results may
differ materially from those expressed or implied in such
statements. Risks and uncertainties that could cause actual results
to differ materially include risk factors relating to the banking
industry and the other factors detailed from time to time in
Horizon’s reports filed with the Securities and Exchange
Commission, including those described in “Item 1A Risk Factors” of
Part I of Horizon’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2015. Undue reliance should not be placed on the
forward-looking statements, which speak only as of the date hereof.
Horizon does not undertake, and specifically disclaims any
obligation, to publicly release the result of any revisions that
may be made to update any forward-looking statement to reflect the
events or circumstances after the date on which the forward-looking
statement is made, or reflect the occurrence of unanticipated
events, except to the extent required by law.
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version on businesswire.com: http://www.businesswire.com/news/home/20160712006662/en/
Horizon:Craig M. DwightChairman and Chief Executive
OfficerPhone: (219) 873-2725Fax: (219) 874-9280orMark E. SecorChief
Financial OfficerPhone: (219) 873-2611Fax: (219) 874-9280orCNB
Bancorp:William C. McAdamsChief Executive OfficerPhone: (765)
762-2414orSherri L. McGrawSenior Vice PresidentPhone: (765)
762-2414
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