GREENSBURG, IN ("MainSource"), 1st Independence Financial Group,
Inc. (NASDAQ: FIFG) ("1st Independence"), and 1st Independence
Bank, Inc. ("1st Bank"), a wholly owned subsidiary of 1st
Independence, jointly announced today the signing of a definitive
agreement on February 26, 2008, to merge 1st Independence into
MainSource. As a result of the merger, 1st Bank will become a
wholly owned subsidiary of MainSource. The merger has been approved
by the boards of directors of both companies.
The merger agreement provides that 1st Independence's
shareholders will receive $5.475 in cash and .881036 shares of
MainSource common stock for each share of 1st Independence stock
owned. Based on MainSource's February 26, 2008 closing price of
$14.60 per share, the transaction values 1st Independence at $18.34
per share or $37.0 million in the aggregate, including the cashout
value of 1st Independence's in-the-money stock options.
The consideration to be received by 1st Independence
shareholders may be adjusted at closing based on the value of 1st
Independence's consolidated tangible shareholders' equity as of the
end of the last day of the month prior to closing subject to
certain adjustments as well as the average closing price of
MainSource's common stock prior to the closing.
The transaction, which is expected to close in the third quarter
of 2008, is subject to various regulatory approvals and the
approval of 1st Independence's shareholders. The transaction is
expected to be neutral to MainSource's earnings per share during
the first full year following the transaction and accretive
thereafter. The transaction will allow MainSource to establish a
presence in Kentucky. At this time, MainSource plans to continue to
operate 1st Bank's current offices under the new name MainSource
Bank-Kentucky.
Robert E. Hoptry, Chairman, President and Chief Executive
Officer of MainSource, stated, "MainSource has long desired to
leverage its strong southern Indiana presence, including further
penetration of the Louisville, Kentucky banking market. 1st
Independence represents an excellent opportunity for us to achieve
this goal and to reaffirm our commitment to that region. We are
excited about the 1st Independence customers, employees and
shareholders joining the MainSource family."
N. William White, President and Chief Executive Officer of 1st
Independence, stated, "1st Independence is pleased to be joining an
organization that shares our focus on community banking, our
commitment to our clients, our staff, and our shareholders. We
believe this transaction will leverage our common strengths to
create an even stronger financial institution in all of the markets
we serve."
Sandler O'Neill & Partners, L.P served as financial advisor
to 1st Independence and rendered a fairness opinion to the
company's board of directors in this transaction and legal counsel
was Wyatt, Tarrant & Combs, LLP. MainSource was represented by
Krieg DeVault LLP.
MainSource Financial Group, Inc., headquartered in Greensburg,
Indiana, is a community-focused, financial services holding company
with assets of approximately $2.5 billion. The company operates 65
offices in 30 Indiana counties, six offices in three Illinois
counties, and five offices in two Ohio counties through its three
banking subsidiaries, MainSource Bank, Greensburg, Indiana,
MainSource Bank of Illinois, Kankakee, Illinois, and MainSource
Bank-Ohio, Troy, Ohio. Through its non-banking subsidiaries,
MainSource Insurance, LLC and MainSource Title, LLC it provides
various related financial services through its banking
affiliates.
1st Independence Financial Group, Inc. is the holding company of
1st Independence Bank. 1st Independence Bank is headquartered in
Louisville, Kentucky and includes 1st Independence Mortgage, a
division of the bank. The bank has eight full service banking
offices located in Harrodsburg, Lawrenceburg and two locations (St.
Matthews branch and Stoneybrook branch) in Louisville, Kentucky,
and New Albany, Jeffersonville, Marengo and Clarksville, Indiana.
1st Independence Mortgage operates in Louisville, Kentucky and
southern Indiana.
Forward-Looking Statements
Except for historical information contained herein, the
discussion in this press release may include certain
forward-looking statements based upon management expectations.
Factors which could cause future results to differ from these
expectations include the following: general economic conditions;
expected cost savings, synergies and other financial benefits from
the merger might not be realized within the expected time frames
and costs or difficulties relating to integration matters might be
greater than expected; legislative and regulatory initiatives;
monetary and fiscal policies of the federal government; deposit
flows; the costs of funds; general market rates of interest;
interest rates on competing investments; demand for loan products;
demand for financial services; changes in accounting policies or
guidelines; and changes in the quality or composition of the
MainSource's or 1st Independence's loan and investment portfolios;
the timing of the closing of the transaction; the timing and
success of integration efforts once the transaction is complete;
MainSource's expectations or ability to realize success with the
acquisition of 1st Independence; and the impact of this
transaction, if successful, on MainSource's and 1st Independence's
business.
The forward-looking statements included in the press release
relating to certain matters involve risks and uncertainties,
including anticipated financial performance, business prospects,
and other similar matters, which reflect management's best judgment
based on factors currently known. Actual results and experience
could differ materially from the anticipated results or other
expectations expressed in the MainSource and 1st Independence's
forward-looking statements as a result of a number of factors,
including but not limited to, those discussed in the press release.
Neither MainSource nor 1st Independence undertakes any obligation
to release revisions to these forward-looking statements or reflect
events or circumstances after the date of this press release except
as required in future periodic reports filed with the SEC.
Additional Information
MainSource will be filing a Registration Statement on Form S-4
concerning the merger with the Securities and Exchange Commission
("SEC"), which will include the proxy statement that will be mailed
to 1st Independence's shareholders. We urge investors to read these
documents because they contain important information. Investors
will be able to obtain the documents free of charge, when filed, at
the SEC's website, www.sec.gov. In addition, documents filed with
the SEC by MainSource will be available free of charge from the
Secretary of MainSource at 2105 N. State Road 3 Bypass, Greensburg,
IN 47240, telephone (812) 663-6734, or on MainSource's website at
www.mainsourcefinancial.com. Documents filed with the SEC by 1st
Independence will be available free of charge from the Secretary of
1st Independence at 8620 Biggin Hill Lane, Louisville, Kentucky
40220, telephone (502) 753-2265. Investors should read the joint
proxy statement/prospectus carefully before making a decision
concerning the Merger. Copies of all recent proxy statements and
annual reports are also available free of charge from the
respective companies by contacting the company secretary.
Participants in this Transaction
MainSource and 1st Independence and their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies to approve the Merger. Information about
the participants may be obtained through the SEC's website from the
definitive proxy statement filed with the SEC on March 26, 2007,
with respect to MainSource and the definitive proxy statement filed
with the SEC on April 11, 2007, with respect to 1st Independence.
These definitive proxy statements can be obtained free of charge
from the sources indicated above. Additional information regarding
the interests of these participants will also be included in the
joint proxy statement/prospectus regarding the proposed transaction
when it becomes available.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any 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 any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
For more information contact:
MainSource Financial Group, 2105 N. State Road 3 Bypass,
Greensburg, IN 47240 or 1st Independence Financial Group, Inc.,
8620 Biggin Hill Lane, Louisville, Kentucky 40220
CONTACT: Robert E. Hoptry Chairman, President and CEO MainSource
Financial Group 812-663-6734 N. William White President and CEO 1st
Independence Financial Group, Inc. 502-753-2265
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