EVANSVILLE, Ind.
and LAFAYETTE, Ind., June 4,
2014 /PRNewswire/ --
- LSB Financial's subsidiary, Lafayette Savings Bank, is the
largest bank headquartered in Lafayette,
Indiana
- Expected to be immediately accretive to 2015 earnings by
$7.5 million, or $.03 per share
- Acquisition continues Old National's strategy of regional
expansion while more than doubling the bank's presence in the
economically strong Lafayette
market
- Includes five banking centers in Tippecanoe County, along with $366 million in assets and $312 million in deposits
- With strong reputation and community banking-focus, Lafayette
Savings Bank was voted best bank in Lafayette market the last two years
(Lafayette Journal & Courier annual reader survey);
Boasts a tremendous legacy - founded in 1869
Evansville-based Old National
Bancorp (NASDAQ: ONB) ("Old National") and Lafayette-based LSB Financial Corp. (NASDAQ:
LSBI) ("LSB"), jointly announced today the execution of a
definitive agreement under which Old National will acquire LSB
Financial through a stock and cash merger.
With $366 million in total assets
and just over $312 million in
deposits, LSB Financial is a savings and loan holding company with
Lafayette Savings Bank as its wholly-owned subsidiary. The largest
bank headquartered in Lafayette,
Lafayette Savings Bank currently operates five full-service banking
centers in Tippecanoe County,
which is home to Purdue University and
a successful high-tech manufacturing sector.
Founded in Evansville in 1834,
with $9.5 billion in assets and 166
branches (as of March 31, 2014), Old
National is the largest financial services holding company
headquartered in Indiana and the
fourth largest deposit holder in the Hoosier state. Currently Old
National has two banking centers in Lafayette and one in West Lafayette and others throughout
Indiana, as well as banking
centers in Southern Illinois,
Southwestern Michigan,
Western Kentucky and Louisville.
"This partnership continues Old National's path of regional
expansion by more than doubling our presence in the Lafayette market, and it also marks the union
of two like-minded banks with outstanding legacies of client
service and community engagement," said Old National President
& CEO Bob Jones. "By acquiring
the community bank in Tippecanoe
County, Old National is reinforcing our standing as
the Indiana bank and one of
the leading community focused banks in all of our markets."
Randolph F. Williams, President
and CEO of LSB Financial added, "Old National is an established,
well-managed company that is truly Indiana's bank; they care about the people in
the markets they serve. This partnership is in the best interests
of our shareholders who will become part of a larger and growing
institution. Our board believes that the best way to advance our
long-standing commitment to the Lafayette community is to partner with a
larger institution that has demonstrated commitment to our values,
is respectful of our history, and has the ability to grow
opportunities for our community, customers and employees. I'm
looking forward to working with Bob and his team to establish this
partnership."
Under the terms of the merger agreement, which was unanimously
approved by the boards of both companies, shareholders of LSB
Financial will receive 2.269 shares of Old National common stock
and $10.63 in cash (fixed) for each
share of LSB Financial common stock. Based upon the June 3, 2014, closing price of $13.68 per share of Old National common stock,
the transaction is valued at approximately $41.67 per share of LSB Financial common stock,
or approximately $66.7 million. The
transaction value is likely to change due to fluctuations in the
price of Old National common stock. As provided in the merger
agreement, the exchange ratio is subject to adjustment (calculated
prior to closing) in the event shareholders' equity of LSB
Financial is below a specified amount.
The transaction is expected to close in mid-to-late fourth
quarter of 2014. It remains subject to approval by LSB Financial's
shareholders and approval by federal regulatory authorities as well
as the satisfaction of other customary closing conditions provided
in the merger agreement. The merger agreement also provides that
Lafayette Savings Bank will be merged into Old National Bank.
Old National was advised by Keefe, Bruyette and Woods and the
law firm of Krieg DeVault LLP. LSB Financial was advised by Sandler
O'Neill + Partners, L.P. and the law firm of Barnes & Thornburg
LLP.
About Old National
Old National Bancorp (NASDAQ: ONB) is the largest financial
services holding company headquartered in Indiana. With $9.5
billion in assets as of March 31,
2014, it ranks among the top 100 banking companies in
the United States. Since its
founding in Evansville, Ind., in
1834, Old National Bank has focused on community banking by
building long-term, highly valued partnerships with its clients.
Today, Old National's footprint includes Indiana, Western
Kentucky and Louisville,
Southern Illinois and Southwestern Michigan. In addition to
providing extensive services in retail and commercial banking,
wealth management, investments and brokerage, Old National owns Old
National Insurance, one of the 100 largest brokers in the nation.
For more information and financial data, please visit Investor
Relations at oldnational.com.
About LSB Financial
LSB Financial Corp. (NASDAQ: LSBI) owns the largest bank
headquartered in Lafayette,
Indiana. Lafayette Savings Bank, FSB owns five banking
centers in Tippecanoe County. It
is a community-focused organization with a legacy of service that
dates back to 1869. For more information, please visit Investor
Relations at lsbank.com.
Conference Call
Old National will hold a conference call at 9:15 a.m. Central Time on June 4, 2014, to discuss the announced
partnership with LSB Financial. The live audio web cast of the
call, along with the corresponding presentation slides, will be
available on Old National's Investor Relations web page at
oldnational.com and will be archived there for 12 months. A replay
of the call will also be available from 7:00
a.m. Central Time on June 5
through midnight June 19. To access
the replay, dial 1-855-859-2056, conference code 55912440.
Forward-Looking Statements
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,
statements about the expected timing, completion, financial
benefits and other effects of the proposed merger between Old
National Bancorp ("ONB") and LSB Financial Corp. ("LSB").
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 management's 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 ONB's and LSB's businesses;
competition; government legislation and policies (including the
impact of the Dodd-Frank Wall Street Reform and Consumer Protection
Act and its related regulations); ability of ONB and LSB to execute
their respective business plans (including ONB's pending
acquisitions of LSB and United Bancorp, Inc.); 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; 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 our Annual Reports 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 ONB nor LSB undertakes an obligation to
release revisions to these forward-looking statements to reflect
events or conditions after the date of this press release.
Additional Information About the Old National
Bancorp/LSB Financial Corp. Transaction
Communications in this document do not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. In connection with the
proposed merger, Old National Bancorp ("Old National" or "ONB")
will file with the Securities and Exchange Commission ("SEC") a
Registration Statement on Form S-4 that will include a Proxy
Statement of LSB Financial Corp. ("LSB" or "LSBI") 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 LSB,
may be obtained at the SEC's Internet site (http://www.sec.gov).
You will also be able to obtain these documents (when available),
free of charge, from Old National at www.oldnational.com under the
tab "Investor Relations" and then under the heading "Financial
Information" or from LSB by accessing LSB's website at
www.lsbank.com under the heading "About" and then under the
heading "Investor Relations".
Old National and LSB and certain of their directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of LSB 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 National's 2014 annual meeting of shareholders,
as filed with the SEC on a Schedule 14A on March 14, 2014. Information about the directors
and executive officers of LSB is set forth in the proxy statement
for LSB's 2014 annual meeting of shareholders, as filed with the
SEC on a Schedule 14A on March 14,
2014. 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.
SOURCE LSB Financial Corp.