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8-K - FORM 8-K - OLD NATIONAL BANCORP /IN/ | c60592e8vk.htm |
EX-2.1 - EX-2.1 - OLD NATIONAL BANCORP /IN/ | c60592exv2w1.htm |
EX-10.1 - EX-10.1 - OLD NATIONAL BANCORP /IN/ | c60592exv10w1.htm |
Old National Bancorp to Acquire Monroe Bancorp
Contacts:
Old National: | Financial Community: Lynell J. Walton (812) 464-1366 Media Relations: Kathy A. Schoettlin (812) 465-7269/ (812) 319-2711 Monroe Bancorp: Mark Bradford, President & CEO: (812) 331-3455 |
EVANSVILLE & BLOOMINGTON, Ind. (October 6, 2010) Old National Bancorp (NYSE: ONB) and Monroe
Bancorp (NASDAQ: MROE) of Bloomington, Indiana, jointly announced today the execution of a
definitive agreement under which Old National will acquire Monroe Bancorp through a merger.
Monroe Bancorp is an Indiana bank holding company whose wholly owned subsidiary, Monroe Bank, is
the largest bank headquartered in Bloomington with nearly $850 million in assets. Monroe Bank was
established in Bloomington in 1892 and currently has 15 banking centers in central and south
central Indiana.
Founded in Evansville in 1834, with $7.7 billion in assets and 165 branches, Old National is the
largest financial services holding company headquartered in Indiana. This acquisition will
strengthen Old Nationals position as the third largest branch network in Indiana. Old National
also has branches in southern Illinois and western Kentucky.
This is an exciting day and a tremendous partnership opportunity for Old National, commented Old
National Bancorp President & CEO Bob Jones. Monroe Bank is a true community bank and a leader in
the Bloomington market with a focus on basic banking and a legacy of outstanding client service and
passionate community involvement. This partnership will enable Monroe Banks loyal client base to
continue to do business with a community-focused, Indiana-based financial institution with a
similar culture and vision.
Mark Bradford, Monroe Bancorp/Monroe Bank President & CEO, added: Monroe Bank is proud to partner
with a like-minded, Indiana-based financial institution that will enable our clients and associates
to continue a very successful community-banking model. With 176 years of service to Hoosier
families and businesses and an existing presence in Bloomington and several of our other markets,
Old National is the ideal partner for us at this pivotal time.
The merger agreement was approved by the boards of both companies. Under the terms of the merger
agreement, shareholders of Monroe Bancorp common stock will receive 1.275 shares of Old National
Bancorp common stock for each share of Monroe Bancorp common stock held by them. Based upon
yesterdays closing price of $10.47 per share of Old National Bancorp common stock, the transaction
is valued at approximately $83.5 million. The transaction value will likely change due to
fluctuations in the price of Old National common stock. The exchange ratio will adjust if the
price of Old National common stock (calculated near the closing time)
exceeds $10.98 per share. In
such event, the Monroe shareholders will receive $14.00 of Old National common stock for each share
of Monroe common stock held by them. The exchange ratio is subject to other adjustments under
certain circumstances if loan delinquencies at Monroe
exceed specified amounts or if the Consolidated Shareholders Equity of Monroe as adjusted is below
the amount as of June 30, 2010.
The transaction is expected to close by the end of this year, or early in the first quarter of
2011, and is subject to approval by federal and state regulatory authorities and Monroe Bancorps
shareholders and the satisfaction of the closing conditions provided in the merger agreement. The
merger agreement also provides that Monroe Bank, the bank subsidiary of Monroe Bancorp, will be
merged into Old National Bank, the bank subsidiary of Old National Bancorp, at a future date, which
is as yet undetermined.
Old National was advised by Sandler ONeill + Partners, L.P., as well as the law firm of Krieg
DeVault LLP. Monroe was advised by the investment banking firm of Howe Barnes Hoefer & Arnett,
Inc., and the law firm of Barnes and Thornburg LLP.
About Old National
Old National Bancorp, which celebrated its 175th anniversary in 2009, is the largest
financial services holding company headquartered in Indiana and, with $7.7 billion in assets, ranks
among the top 100 banking companies in the United States. Since its founding in Evansville in 1834,
Old National has focused on community banking by building long-term, highly valued partnerships
with clients in its primary footprint of Indiana, Illinois and Kentucky. In addition to providing
extensive services in retail and commercial banking, wealth management, investments and brokerage,
Old National also owns one of the largest independent insurance agencies headquartered in Indiana,
offering complete personal and commercial insurance solutions. For more information and financial
data, please visit the Investor Relations section of the companys website at oldnational.com.
About Monroe Bancorp
Monroe Bancorp, headquartered in Bloomington, Indiana, is an Indiana bank holding company with
Monroe Bank as its wholly owned subsidiary. Monroe Bank was established in Bloomington in 1892, and
offers a full range of financial, trust and investment services through its locations in central
and south central Indiana. The companys common stock is traded on the NASDAQ® Global Stock Market
under the symbol MROE.
Additional Information for Shareholders
In connection with the proposed merger, Old National Bancorp will file with the Securities and
Exchange Commission a Registration Statement on Form S-4 that will include a Proxy Statement
of Monroe Bancorp and a Prospectus of Old National, as well as other relevant documents concerning
the proposed transaction. Shareholders are urged to read the Registration Statement and the Proxy
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 Old National and
Monroe, may be obtained at the SECs Internet site (http://www.sec.gov). You will also be able to
obtain these documents, free of charge, from Old National at www.oldnational.com under the
tabInvestor Relations and then under the heading Financial Information or from Monroe by
accessing Monroes website at www.monroebank.com under the tab Shareholder Relations and then
under the heading Financial Reports.
Old National and Monroe and certain of their directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of Monroe in connection with the
proposed merger. Information about the directors and executive officers of Old National is set
forth in the proxy statement for Old Nationals 2010 annual meeting of shareholders, as filed with
the SEC on a Schedule 14A on March 19, 2010. Information about the directors and executive officers
of Monroe is set forth in the proxy statement for Monroes 2010 annual meeting of shareholders, as
filed with the SEC on a Schedule 14A on March 29, 2010. 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.
Conference Call
Old National will hold a conference call at 2:00 p.m. Eastern on Wednesday, October 6, 2010, to
discuss the pending acquisition of Monroe Bancorp. The live audio web cast of the call, along with
the corresponding presentation slides, will be available on the Companys Investor Relations web
page at www.oldnational.com and will be archived there for 12 months. A replay of the call will
also be available from 11:00 a.m. Eastern on October 7 through October 20. To access the replay,
dial 1-800-642-1687, conference code 15779212.
Forward-Looking Statement
This press release 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 Old Nationals and Monroes 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
managements 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 Old Nationals and Monroes businesses,
competition, government legislation and policies, ability of Old National and Monroe to execute its
business plan, including acquisition plans, 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 Old Nationals or Monroes 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 press release and other factors identified in each Companys Annual
Report 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 press release, and neither Old
National nor Monroe undertakes an obligation to release revisions to these forward-looking
statements to reflect events or conditions after the date of this release.
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