MICHIGAN CITY, Ind. & EAST LANSING, Mich.--(BUSINESS WIRE)--
Horizon Bancorp (NASDAQ: HBNC, “Horizon”) and SCB Bancorp, Inc. (“SCB”),
jointly announced that the Office of the Comptroller of Currency has
approved, and the Federal Reserve Board has waived the approval
requirement for, Horizon’s proposed acquisition of SCB and its banking
subsidiary, Summit Community Bank.
“We are extremely pleased with the actions taken by the Office of the
Comptroller of Currency and the Federal Reserve Board and that we have
regulatory approval to complete the merger,” said Craig Dwight, Chairman
and Chief Executive Officer of Horizon. “The fact that Horizon is on
target to complete this merger by its original target date of the second
quarter of 2014 is a testament to our strength and ability to move
forward on important strategic partnerships.”
The transaction remains subject to approval by SCB’s shareholders as
well as the satisfaction of other closing conditions. SCB will hold its
special meeting of shareholders on March 25, 2014, at which the
shareholders will vote on the proposed merger. The merger agreement
provides that SCB will be merged into Horizon and simultaneously Summit
Community Bank will be merged into Horizon’s banking subsidiary, Horizon
Bank, N.A.
John Abbott, Summit Community Bank’s President and Chief Executive
Officer stated, “We are pleased that the regulatory approval and waiver
have been obtained and with the progress being made by both the Summit
and Horizon integration teams. Both teams are working well together and
are on schedule for the planned second quarter consummation of the
transaction.”
Headquartered in East Lansing, Michigan, SCB, through its wholly-owned
subsidiary Summit Community Bank, serves the greater Lansing area
through two full-service banking locations and one mortgage center. As
of December 31, 2013, Summit Community Bank had total assets of $160
million.
Horizon Bancorp is a community bank holding company headquartered in
Michigan City, Indiana with total assets of $1.8 billion as of December
31, 2013. Horizon Bancorp’s wholly-owned subsidiary, Horizon Bank, still
operates under its original charter, dating back to 1873, with a
footprint of twenty-nine offices extending throughout northern and
central Indiana as well as southwestern Michigan.
About Horizon Bancorp
Horizon Bancorp is a locally owned, independent, commercial bank holding
company serving Northern and Central Indiana and Southwest Michigan
through its commercial banking subsidiary Horizon Bank, NA. Horizon also
offers mortgage-banking services throughout the Midwest. Horizon Bancorp
may be reached online at www.horizonbank.com.
Its common stock is traded on the NASDAQ Global Market under the symbol
HBNC.
About SCB Bancorp, Inc.
SCB Bancorp, Inc. is a Michigan corporation headquartered in East
Lansing, Michigan with Summit Community Bank as its wholly owned
subsidiary. Founded in 2002, Summit Community Bank offers a full range
of banking services with two branch locations and one mortgage center
serving the greater Lansing, Michigan area. Summit Community Bank may be
reached online at www.mysummitbank.com.
Additional Information
In connection with the proposed merger, Horizon has filed with the SEC a
Registration Statement on Form S-4 that includes a Proxy Statement of
SCB and a Prospectus of Horizon, as well as other relevant documents
concerning the proposed transaction. Shareholders and investors are
urged to read the Proxy Statement/Prospectus regarding the merger 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.
The proxy statement/prospectus and other relevant materials (when they
become available), and any other documents Horizon has filed with the
SEC, may be obtained free of charge at the SEC’s website at www.sec.gov.
In addition, investors and security holders may obtain free copies of
the documents Horizon has filed with the SEC by contacting Dona Lucker,
Shareholder Relations Officer, 515 Franklin Square, Michigan City,
Indiana 46360, telephone: (219) 874-9272 or on Horizon’s website at www.horizonbank.com
under the tab “Investor Relations” and then under the heading
“Information Requested”. The information available through Horizon’s
website is not and shall not be deemed part of this press release or
incorporated by reference into other filings Horizon makes with the SEC.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities.
Horizon and SCB and certain of their directors and executive officers
may be deemed to be participants in the solicitation of proxies from the
shareholders of SCB in connection with the proposed merger. Information
about the directors and executive officers of Horizon is set forth in
the proxy statement for Horizon’s 2014 annual meeting of shareholders,
as filed with the SEC on a Schedule 14A on February 28, 2014. Additional
information regarding the interests of these participants and any 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 press release may contain forward-looking statements regarding the
financial performance, business prospects, growth and operating
strategies of Horizon. For these statements, Horizon claims the
protections of the safe harbor for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995. Statements in
this press release should be considered in conjunction with the other
information available about Horizon, including the information in the
filings we make with the Securities and Exchange Commission.
Forward-looking statements provide current expectations or forecasts of
future events and are not guarantees of future performance. The
forward-looking statements are based on management’s expectations and
are subject to a number of risks and uncertainties. We have tried,
wherever possible, to identify such statements by using words such as
“anticipate,” “estimate,” “project,” “intend,” “plan,” “believe,” “will”
and similar expressions in connection with any discussion of future
operating or financial performance.
Although management believes that the expectations reflected in such
forward-looking statements are reasonable, actual results may differ
materially from those expressed or implied in such statements. Risks and
uncertainties that could cause actual results to differ materially
include risk factors relating to the banking industry and the other
factors detailed from time to time in Horizon’s reports filed with the
Securities and Exchange Commission, including those described in “Item
1A Risk Factors” of Part I of Horizon’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2013. Undue reliance should not be
placed on the forward-looking statements, which speak only as of the
date hereof. Horizon does not undertake, and specifically disclaims any
obligation, to publicly release the result of any revisions that may be
made to update any forward-looking statement to reflect the events or
circumstances after the date on which the forward-looking statement is
made, or reflect the occurrence of unanticipated events, except to the
extent required by law.
Horizon Contact Information:
Craig M. Dwight
Chairman
and Chief Executive Officer
Phone: (219) 873-2725
Fax: (219)
874-9280
or
Mark E. Secor
Chief Financial Officer
Phone:
(219) 873-2611
Fax: (219) 874-9280
or
SCB Contact
Information:
John W. Abbott
President and Chief Executive
Officer
Main: (517) 664-1912
or
C. Wayne Weaver
Senior
Vice President and Chief Financial Officer
Main: (517) 664-1912
Source: Horizon Bancorp