- Filing of certain prospectuses and communications in connection with business combination transactions (425)
10 Mai 2012 - 10:56PM
Edgar (US Regulatory)
Filed by Old National Bancorp
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Indiana Community Bancorp
SEC Registration Statement No.:
000-18847
The following slide and excerpts relating to Old National Bancorps pending acquisition of Indiana Community
Bancorp are from the slide presentation and transcript of Old National Bancorps Annual Shareholders Meeting held on May 10, 2012.
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Robert G. Jones, President and CEO:
Earlier this year in January we announced our intention to partner with Indiana Community Bancorp. This is the number two bank in Columbus, Indiana. When we worked with our board on this
transaction, one of our directors said he would argue that the Columbus, Indiana market may be the best market in the state of Indiana. Headquarters of Cummins a lot of vibrant opportunities in Columbus. Whether youre talking about
Columbus, or North Vernon or Seymour
Ill tell you again, what we look for in a partnership like this, its not the assets that you buy the loans, deposits and branches its really the quality of the people. I will
tell you the heritage and history that is Indiana Bank & Trust the people they have are just outstanding and we really look forward to closing this transaction, and we anticipate doing that in the third quarter. We think its
just another great opportunity for Old National.
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 Indiana Community Bancorp and a Prospectus of Old National Bancorp, 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 Bancorp and Indiana Community Bancorp, 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 Bancorp at www.oldnational.com under the tab Investor Relations and then under the heading Financial Information or from Indiana Community Bancorp by accessing Indiana Community
Bancorps website at www.myindianabank.com under the tab Shareholder Relations and then under the heading Documents.
Old National Bancorp and Indiana Community Bancorp and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Indiana
Community Bancorp in connection with the proposed merger. Information about the directors and executive officers of Old National Bancorp is set forth in the proxy statement for Old Nationals 2012 annual meeting of shareholders, as filed with
the SEC on a Schedule 14A on March 14, 2012. Information about the directors and executive officers of Indiana Community Bancorp is set forth in Item 12 of Indiana Community Bancorps Form 10-K for its fiscal year ended
December 31, 2011, as filed with the SEC on March 15, 2012. 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.
Forward-Looking Statements
This transcript 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 National Bancorps 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 not being 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 National Bancorps business, competition, government legislation and policies (including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and its related
regulations); the ability of Old National Bancorp to execute its business plan (including the proposed acquisition of Indiana Community Bancorp); changes in the economy which could materially impact credit quality trends and the ability to generate
loans and gather deposits; failure or circumvention of our internal controls; failure or disruption of our information systems; failure to adhere to or 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 transcript and other factors identified in our 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 transcript, and Old National Bancorp undertakes no obligation to release revisions to these forward-looking statements to reflect events or conditions after the date of this
transcript.
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