CINCINNATI, Ohio, Nov. 29, 2017 /PRNewswire/ -- First Financial
Bancorp. (Nasdaq: FFBC) ("First Financial" or the "Company")
announced today that Institutional Shareholder Services Inc. (ISS)
and Glass, Lewis & Co., LLC (Glass Lewis) have both recommended
that First Financial shareholders vote "FOR" the proposed merger
with MainSource Financial Group as described in the Company's proxy
statement/prospectus for the special meeting of its shareholders to
be held at 10:00 a.m. local time, on
December 4, 2017.
ISS and Glass Lewis are widely recognized as leading independent
voting and corporate governance advisory firms. Their
analysis and recommendations are relied on by many major
institutional investment firms, mutual funds and fiduciaries
throughout North America.
In its report, Glass Lewis stated, "We find the proposed merger
both strategically and financially compelling, at a fair and
reasonable valuation for First Financial shareholders. The merger
strengthens and expands the Company's presence and franchise in a
complementary manner and presents the opportunity to achieve cost
savings and efficiencies. Combined, the companies stand to achieve
greater scale, operational diversity, efficiencies and growth than
the Company could likely realize on its own in the short to medium
term. As a result, the merger is likely, in our view, to lead to
enhanced financial performance and ultimately superior shareholder
value once these expected benefits are realized."
Additionally, ISS stated, among other things, that, "The offer
represents a significant premium to tangible book value.
However, the company forecast $43
million in annual pre-tax cost savings and has articulated a
strong strategic rationale. Moreover, the transaction is
expected to be accretive to EPS starting in 2018. As such,
support for the proposal is warranted."
Commenting on the proxy advisors' reports, Claude E. Davis, Chief Executive Officer of
First Financial stated, "The ISS and Glass Lewis recommendations
are consistent with our view that the combined company will be even
more effective in meeting the lending, economic development and
financial education needs of the communities we serve and provides
a compelling strategic opportunity to enhance value for First
Financial."
The merger and related proposals have been unanimously approved
by the boards of directors of both companies. The proposed
merger is expected to close early in 2018.
About First Financial Bancorp
First Financial Bancorp. is a Cincinnati, Ohio based bank holding
company. As of September 30, 2017, the Company had
$8.8 billion in assets, $6.0 billion in loans, $6.7 billion in deposits and $915.0 million in shareholders' equity. The
Company's subsidiary, First Financial Bank, founded in 1863,
provides banking and financial services products through its four
lines of business: Commercial and Private Banking, Retail Banking,
Investment Commercial Real Estate and Commercial Finance.
These business units provide traditional banking services to
business and retail clients. Commercial and Private Banking
includes First Financial Wealth Management, which provides wealth
planning, portfolio management, trust and estate, brokerage and
retirement plan services and had approximately $2.6 billion in assets under management as of
September 30, 2017. The Company's primary operating
markets are located in Ohio,
Indiana and Kentucky where it operates 102 banking
centers, while the Commercial Finance business lends into targeted
industry verticals on a nationwide basis. Additional
information about the Company, including its products, services and
banking locations is available at www.bankatfirst.com.
Important Additional Information about the Merger
The Company has filed a registration statement on Form S-4 with
the SEC (filed on September 22, 2017
and amended on October 17, 2017),
which includes a joint proxy statement of the Company and
MainSource Financial and a prospectus of the Company, and each
party will file other documents regarding the proposed transaction
with the SEC. A definitive joint proxy statement/prospectus
will also be sent to the Company and MainSource Financial
shareholders seeking required shareholder approvals.
Before making any voting or investment decision, investors and
security holders of the Company and MainSource Financial are urged
to carefully read the entire registration statement and joint proxy
statement/prospectus, when they become available, as well as any
amendments or supplements to these documents, because they will
contain important information about the proposed transaction.
The documents filed by the Company and MainSource Financial with
the SEC may be obtained free of charge at the SEC's website at
www.sec.gov. In addition, the documents filed by the Company
may be obtained free of charge at the Company's website at
http://www.bankatfirst.com and the documents filed by MainSource
Financial may be obtained free of charge at MainSource Financial's
website at https://www.mainsourcebank.com under the tab "Investor
Relations." Alternatively, these documents, when available,
can be obtained free of charge from the Company upon written
request to First Financial Bancorp, Attention: Shannon M. Kuhl, Chief Legal Officer and
Corporate Secretary, 255 E. Fifth Street, Suite 2900, Cincinnati, Ohio 45202 or by calling (877)
322-9530 or from MainSource Financial upon written request to
MainSource Financial Group, Inc., 2105 North State Road 3 Bypass,
Greensburg, Indiana 47240, Attn:
James M. Anderson, Chief Financial
Officer, or by calling (812) 663-6734.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy securities nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.
This communication is also not a solicitation of any vote in any
jurisdiction pursuant to the proposed transactions or
otherwise. No offer of securities or solicitation will be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended. The
communication is not a substitute for the joint proxy
statement/prospectus that the Company and MainSource Financial will
file with the SEC.
Cautionary Statements Regarding Forward-Looking
Information
Certain statements contained in this report which are not
statements of historical fact constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements include, but are not limited to,
certain plans, expectations, goals, projections and benefits
relating to the transaction between the Company and MainSource
Financial, which are subject to numerous assumptions, risks and
uncertainties. Words such as ''believes,'' ''anticipates,''
"likely," "expected," "estimated," ''intends'' and other similar
expressions are intended to identify forward-looking statements but
are not the exclusive means of identifying such statements.
Please refer to each of the Company's and MainSource Financial' s
Annual Report on Form 10-K for the year ended December 31, 2016, as well as their other filings
with the SEC, for a more detailed discussion of risks,
uncertainties and factors that could cause actual results to differ
from those discussed in the forward-looking statements.
Forward-looking statements are not historical facts but instead
express only management's beliefs regarding future results or
events, many of which, by their nature, are inherently uncertain
and outside of the management's control. It is possible that
actual results and outcomes may differ, possibly materially, from
the anticipated results or outcomes indicated in these
forward-looking statements. In addition to factors previously
disclosed in reports filed by the Company and MainSource Financial
with the SEC, risks and uncertainties for the Company, MainSource
Financial and the combined company include, but are not limited
to: the possibility that any of the anticipated benefits of
the proposed Merger will not be realized or will not be realized
within the expected time period; the risk that integration of
MainSource Financial's operations with those of the Company will be
materially delayed or will be more costly or difficult than
expected; the inability to close the Merger in a timely manner; the
inability to complete the Merger due to the failure of the
Company's or MainSource Financial's shareholders to adopt the
Merger Agreement; diversion of management's attention from ongoing
business operations and opportunities; the failure to satisfy other
conditions to completion of the , including receipt of required
regulatory and other approvals; the failure of the proposed Merger
to close for any other reason; the challenges of integrating and
retaining key employees; the effect of the announcement of the
Merger on the Company's, MainSource Financial's or the combined
company's respective customer relationships and operating results;
the possibility that the Merger may be more expensive to complete
than anticipated, including as a result of unexpected factors or
events; and general competitive, economic, political and market
conditions and fluctuations. All forward-looking statements
included in this filing are made as of the date hereof and are
based on information available at the time of the filing.
Except as required by law, neither the Company nor MainSource
Financial assumes any obligation to update any forward-looking
statement.
Proxy Solicitation
The Company, MainSource Financial, their directors, executive
officers and certain other persons may be deemed to be participants
in the solicitation of proxies from the Company's and MainSource
Financial's shareholders in favor of the approval of the
Merger. Information about the directors and executive
officers of the Company and their ownership of the Company's common
stock is set forth in the proxy statement for the Company's 2017
annual meeting of shareholders, as previously filed with the SEC on
April 13, 2017, and the Company's
Annual Report on Form 10-K for the year ended December 31, 2016, as previously filed with the
SEC on February 24, 2017.
Information about the directors and executive officers of
MainSource Financial and their ownership of MainSource Financial
common stock is set forth in the proxy statement for MainSource
Financial's 2017 annual meeting of shareholders, as previously
filed with the SEC on March 24, 2017.
Shareholders may obtain additional information regarding the
interests of such participants by reading the registration
statement and the proxy statement/prospectus when they become
available.
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SOURCE First Financial Bancorp.