German American Bancorp, Inc. (NASDAQ:GABC) announced today that it
has completed its merger with Citizens First Corporation., the
parent company of Citizens First Bank, Inc. of Bowling Green,
Kentucky, effective at 12:01 a.m. (Eastern time) on July 1,
2019. Immediately following completion of the holding company
transaction, Citizens First Bank merged with and into German
American’s banking subsidiary, German American Bank.
Each Citizens First common shareholder of record
at closing is entitled to receive 0.6629 shares of German American
common stock and a cash payment of $5.80 for each of their former
shares of Citizens First common stock, subject to his or her
surrender of the old Citizens First shares to the exchange agent
designated by German American. Instructions and forms to accomplish
that surrender and exchange process are being mailed by the
exchange agent to each of Citizens First shareholders of record as
of closing. Shareholders who hold Citizens First shares in
the Citizens First Bank 401(k) Profit Sharing Plan will receive a
cash payment of $25.77, which is equal to the exchange ratio
multiplied by the closing trading price of German American common
shares on June 28th plus $5.80.
Mark A. Schroeder, Chairman and CEO of German
American, stated, “We are delighted to welcome Citizens First’s
customers, employees and shareholders to German American.
This merger with Citizens First represents the next step in German
American’s strategic vision to expand our community-focused,
customer-centric business model throughout the Commonwealth of
Kentucky. This combination of German American’s existing operations
in the greater Bowling Green, Kentucky market area with that of
Citizens First’s strong community banking franchise will result in
an approximate 12% market share and a top three position in the
market. We are excited to expand in this very vibrant and
growing market and believe we are positioned extremely well to
provide our extensive offerings of banking, insurance, and
investment products and services to Citizens First’s current and
prospective clients.”
Schroeder continued, “We expect that this
strategic transaction will be accretive to German American's
earnings per share during the 12 months following completion of the
transaction, and will have a quick tangible book value earn
back. Coupled with our previous First Security combination,
this transaction also adds to our efficiency and scale.
Following completion of the merger, German American's pro forma
capital ratios will continue to significantly exceed regulatory
well-capitalized levels, enabling us to continue to take advantage
of future organic growth opportunities in Kentucky and throughout
our existing Southern Indiana market area."
M. Todd Kanipe, President & CEO of Citizens
First, will continue to lead German American’s operations in the
greater Bowling Green, Kentucky market area in the newly
established role of Regional President. Additionally, Jack W.
Sheidler, Citizens First’s Board Chairman, is expected to join the
board of German American Bancorp, Inc. Commenting on the
merger, Mr. Kanipe stated, "This partnership with German American
will enable us to deepen and broaden the financial services we
provide in each of our markets, materially increase our lending
limits and will provide great opportunity for both our customers
and employees. Citizens First is well aligned with German
American both culturally and strategically, and through this
partnership, German American is gaining a significant presence in
the greater Bowling Green, Kentucky market area."
Mr. Sheidler added, “German American is
consistently one the nation’s best-performing community banking
organizations, and their stock provides our shareholders with
enhanced liquidity and trading volume. German American's
reputation, financial strength and capabilities will provide
tremendous value to our customers, employees, communities and
shareholders."
Sandler O’Neill & Partners, L.P. served as
financial advisor on the transaction to German American and Bingham
Greenebaum Doll LLP served as legal counsel.
Keefe, Bruyette & Woods served as financial advisor on the
transaction to Citizens First Corporation and Wyatt, Tarrant &
Combs LLP served as its legal counsel.
Forward-Looking Statements
This press release contains forward-looking
statements made pursuant to the safe-harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements can often, but not always, be identified
by the use of words like “believe”, “continue”, “pattern”,
“estimate”, “project”, “intend”, “anticipate”, “expect” and similar
expressions or future or conditional verbs such as “will”, “would”,
“should”, “could”, “might”, “can”, “may”, or similar expressions.
These forward-looking statements include, but are not limited to,
statements relating to the expected benefits of the merger (the
“Merger”) between German American Bancorp, Inc. (“German American”)
and Citizens First Corporation. (“Citizens First”), including
future financial and operating results, cost savings, enhanced
revenues, and accretion/dilution to reported earnings that may be
realized from the Merger, as well as other statements of
expectations regarding the Merger, and other statements of German
American’s goals, intentions and expectations; statements regarding
German American’s business plan and growth strategies; statements
regarding the asset quality of German American’s loan and
investment portfolios; and estimates of German American’s risks and
future costs and benefits, whether with respect to the Merger or
otherwise.
These forward-looking statements are subject to
significant risks, assumptions and uncertainties that may cause
results to differ materially from those set forth in
forward-looking statements, including, among other things: the risk
that the businesses of German American and Citizens First will not
be integrated successfully or such integration may be more
difficult, time-consuming or costly than expected; expected revenue
synergies and cost savings from the Merger may not be fully
realized or realized within the expected time frame; revenues
following the Merger may be lower than expected; customer and
employee relationships and business operations may be disrupted by
the Merger; possible changes in economic and business conditions;
the existence or exacerbation of general geopolitical instability
and uncertainty; the ability of German American to complete
integration and attract new customers; possible changes in monetary
and fiscal policies, and laws and regulations; the effects of
easing restrictions on participants in the financial services
industry; the cost and other effects of legal and administrative
cases; possible changes in the creditworthiness of customers and
the possible impairment of collectability of loans; fluctuations in
market rates of interest; competitive factors in the banking
industry; changes in the banking legislation or regulatory
requirements of federal and state agencies applicable to bank
holding companies and banks like German American’s affiliate bank;
continued availability of earnings and excess capital sufficient
for the lawful and prudent declaration of dividends; changes in
market, economic, operational, liquidity, credit and interest rate
risks associated with German American’s business; and other risks
and factors identified in German American’s filings with the
Securities and Exchange Commission. German American does not
undertake any obligation to update any forward-looking statement,
whether written or oral, relating to the matters discussed in this
press release. In addition, German American’s past results of
operations do not necessarily indicate its anticipated future
results.
About German American
German American Bancorp, Inc., is a
NASDAQ-traded (symbol: GABC) bank holding company based in Jasper,
Indiana. Following the Merger and planned Merger integration,
German American, through its banking subsidiary German American
Bank, will operate 74 banking offices in 20 southern Indiana
counties and in six counties in Kentucky. German American also owns
an investment brokerage subsidiary (German American Investment
Services, Inc.) and a full line property and casualty insurance
agency (German American Insurance, Inc.). On a proforma
basis, as of March 31, 2019, the combined German American/Citizens
First operations reported total assets of approximately $4.4
billion, total loans of approximately $3.1 billion, and total
deposits of approximately $3.5 billion.
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
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