MUNCIE, Ind., Oct. 4, 2017
/PRNewswire/ -- MutualFirst Financial, Inc. (Nasdaq:
MFSF) ("MutualFirst") and Universal Bancorp ("Universal") announced today that they have
entered into a definitive agreement (the "Agreement") pursuant to
which Universal will be merged
into MutualFirst, with MutualFirst being the surviving entity. Upon
the closing of the transaction, BloomBank, the wholly owned bank
subsidiary of Universal, will
merge into MutualFirst's wholly owned bank subsidiary, MutualBank.
The merger will expand MutualFirst's presence into Central and Southern
Indiana. At closing, the combined company is expected to
have $2 billion in total assets. This
transaction will increase MutualFirst's branch network to a total
of 40 branches.
MutualFirst will acquire 100% of the outstanding shares of
Universal in exchange for a mixture of cash and common shares of
MutualFirst. Under the terms of the Agreement, shareholders of
Universal will be entitled to
receive 15.6 shares of MutualFirst common stock plus $250.00 in cash for each common share of
Universal. The transaction, which
has been unanimously approved by both MutualFirst's and
Universal's boards of directors,
is expected to close in the first quarter of 2018, pending receipt
of regulatory approvals, the approval of the shareholders of
Universal and other customary
closing conditions.
The cash and stock transaction is valued at approximately
$65.6 million, based on
MutualFirst's closing stock price as of October 2, 2017.
The merger is expected to be accretive to MutualFirst's earnings
per share in 2018 and with cost savings fully implemented in 2019
the accretion is projected to be approximately 13%. The tangible
book value dilution at closing of 3.1% is expected to be earned
back in approximately 2.2 years using the "crossover" method. Key
transaction assumptions include a gross loan credit mark
of $4.4 million and MutualFirst is
expected to realize 25% cost savings on BloomBank's non-interest
expense.
Mark Barkley, Chairman of
BloomBank said, "We view
MutualFirst as a larger version of BloomBank, with a continued
strong commitment to the communities we serve, our customers, and
our dedicated employees. It is a natural evolvement to move
forward with a strong partner with increased opportunities for
all."
Dave Heeter, President and CEO of
MutualFirst said, "Merging with Universal is a very beneficial transaction
that will enable us to increase the value of the franchise for the
benefit of our shareholders. We will continue to pursue all
strategies available to maintain and improve financial performance
in order to maximize shareholder value."
William McNeely, President of
Universal noted, "We are pleased
to join with a partner like MutualFirst that shares our commitment
to community banking. The larger size of the combined company will
benefit our customers and communities with a broader array of
products and services. We are very pleased to find a partner
who we think is a mirror image of BloomBank in their commitment to
community, customers and staff."
Keefe, Bruyette & Woods is serving as financial advisor to
MutualFirst, and Silver, Freedman, Taff & Tiernan LLP is
serving as legal counsel. Boenning & Scattergood, Inc. is
serving as financial advisor and rendered a fairness opinion to
Universal, and SmithAmundsen is
serving as legal counsel.
Conference Call Information
MutualFirst Financial, Inc. and Universal Bancorp will host a
joint webcast conference call to discuss the financial aspects and
other details of the business combination at 11:00 a.m. Eastern time on Thursday, October 5, 2017. To access the
call, please dial (877) 870-4263 (U.S. toll free), (855) 669-9657
(Canada toll free) or +1 (412)
317-0790 (International) and request to join the "MutualFirst
Financial, Inc. call." The number should be dialed five to
ten minutes prior to the start of the conference call. The
conference call will also be accessible as an audio webcast at
https://www.webcaster4.com/Webcast/Page/1764/22911. A replay
of the conference call will be available one hour after the
completion of the live call at (877) 344-7529 (U.S. toll free),
(855) 669-9658 (Canada toll free)
and +1 (412) 317-0088 (International); replay access code
10112964. The webcast will be archived on the Investor
Relations section of MutualFirst Financial's website for 12
months.
About MutualFirst Financial, Inc.
MutualFirst Financial, Inc. is the holding company for
MutualBank. MutualBank is an Indiana-chartered commercial bank that was
originally organized in 1889. MutualBank conducts business from its
headquarters and main office in Muncie,
Indiana as well as 26 additional full-service retail
financial centers in Delaware,
Elkhart, Grant, Kosciusko, Randolph, St.
Joseph, Wabash and
Allen Counties in Indiana.
MutualBank also has a loan production office in New Buffalo, Michigan and MutualWealth, its
trust and wealth management arm, has two offices in Fishers and Crawfordsville, Indiana.
About Universal Bancorp
Universal Bancorp is the holding company for BloomBank.
BloomBank is headquartered in Bloomfield,
Indiana and has provided community banking services to
customers since 1873. BloomBank currently operates
13 full-service locations in Central and Southern
Indiana.
Forward-Looking Statements
This communication contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. These statements include, but are not limited to,
expectations or predictions of future financial or business
performance, conditions relating to MutualFirst and Universal, or other effects of the proposed
merger on MutualFirst and Universal. These forward-looking statements
include statements with respect to MutualFirst's beliefs, plans,
objectives, goals, expectations, anticipations, estimates and
intentions, that are subject to significant risks and
uncertainties, and are subject to change based on various factors
(some of which are beyond MutualFirst's control). The words "may,"
"could," "should," "would," "will," "believe," "anticipate,"
"estimate," "expect," "intend," "plan" and similar expressions are
intended to identify forward-looking statements.
In addition to factors previously disclosed in the reports filed
by MutualFirst with the SEC and those identified elsewhere in this
document, the following factors, among others, could cause actual
results to differ materially from forward looking statements or
historical performance: the ability to obtain regulatory approvals
and satisfy other closing conditions to the merger, including
approval by shareholders of Universal; delay in closing the merger;
difficulties and delays in integrating the Universal business or fully realizing
anticipated cost savings and other benefits of the merger; business
disruptions following the merger; the strength of the United States economy in general and the
strength of the local economies in which MutualFirst and
Universal conduct their
operations; general economic conditions, legislative and regulatory
changes, monetary and fiscal policies of the federal government,
changes in tax policies, rates and regulations of federal, state
and local tax authorities, changes in interest rates, deposit
flows, the cost of funds, demand for loan products, demand for
financial services, competition, changes in the quality or
composition of MutualFirst's loan, investment and mortgage-backed
securities portfolios, changes in accounting principles, policies
or guidelines and other economic, competitive, governmental and
technological factors affecting MutualFirst's operations, markets,
products, services and fees; and the success of MutualFirst at
managing the risks involved in the foregoing.
Annualized, pro forma, projected and estimated numbers presented
herein are presented for illustrative purposes only, are not
forecasts and may not reflect actual results.
MutualFirst does not undertake to update any forward-looking
statement, whether written or oral, that may be made from time to
time by or on behalf of MutualFirst to reflect events or
circumstances occurring after the date of this press release.
For a complete discussion of the assumptions, risks and
uncertainties related to MutualFirst's business, you are encouraged
to review MutualFirst's filings with the SEC, including its most
recent Annual Report on Form 10-K, as supplemented by its quarterly
or other reports subsequently filed with the SEC.
No Offer or Solicitation:
This press release is being provided for informational purposes
only and does not constitute (i) an offer to purchase, nor a
solicitation of an offer to sell, subscribe for or buy any
securities, (ii) an offer to exchange any securities or (iii) the
solicitation of any vote for approval of any transaction. There
shall not be any offer, solicitation, sale or exchange of any
securities in any state or other jurisdiction in which such offer,
solicitation, sale, or exchange is not permitted.
Additional Information:
MutualFirst will file a registration statement on Form S-4 with
the SEC in connection with the proposed transaction. The
registration statement will include a proxy statement of
Universal, that also constitutes a
prospectus of MutualFirst, which will be sent to the shareholders
of Universal. Universal shareholders are advised to read the
proxy statement/prospectus when it becomes available because it
will contain important information about MutualFirst, Universal, and the proposed transaction. When
filed, this document and other documents relating to the merger
filed by MutualFirst can be obtained free of charge from the SEC's
website at www.sec.gov. These documents also can be
obtained free of charge by accessing MutualFirst's investor
relations website at http://bankwithmutual.com, then
navigating to 'SEC Filings.' Alternatively, these documents, when
available, can be obtained free of charge from MutualFirst upon
written request to MutualFirst Financial, Inc., Attn: Investor
Relations, 110 East Charles Street, Muncie, Indiana 47305 or by calling (765)
747-2800 or from Universal upon
written request to Universal Bancorp, Attn: Investor Relations, 48
North Washington Street, Bloomfield,
Indiana 47424.
Participants in this Transaction:
MutualFirst, Universal, and
certain of their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from
Universal's shareholders in
connection with the proposed transaction. Information about the
directors and executive officers of MutualFirst may be found in the
definitive proxy statement of MutualFirst relating to its 2017
Annual Meeting of Shareholders filed with the SEC by MutualFirst on
March 24, 2017. This definitive proxy
statement can be obtained free of charge from the sources indicated
above. Information about the directors and executive officers of
Universal will be included in the
proxy statement/prospectus when filed with the SEC. Additional
information regarding the interests of these participants will also
be included in the proxy statement/prospectus regarding the
proposed transaction when it becomes available.
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SOURCE MutualFirst Financial, Inc.