MICHIGAN CITY, Ind. & AUBURN, Ind.--(BUSINESS WIRE)--
Horizon Bancorp (NASDAQ: HBNC)(“Horizon”) and Peoples Bancorp (OTCPINK:
PBNI)(“Peoples”), jointly announced that the Office of the Comptroller
of Currency and the Federal Reserve Board have approved the proposed
merger of Peoples with and into Horizon and the related merger of
Peoples’ wholly-owned subsidiary, Peoples Federal Savings Bank of DeKalb
County, with and into Horizon’s wholly-owned bank subsidiary, Horizon
Bank, N.A.
“We are extremely pleased that we have received all regulatory approvals
required to complete the merger and that the approval process went
smoothly,” said Craig Dwight, Chairman and Chief Executive Officer of
Horizon. “This will keep us on target to complete the merger by our
original target date of early in the third quarter of 2015, and is yet
another example of how Horizon’s strong financial position enables us to
execute acquisition transactions quickly and efficiently.”
Maurice F. Winkler, III, Peoples Bancorp’s President and Chief Executive
Officer, stated, “The progress being made by both Peoples’ and Horizon’s
integration teams has been going very well to this point, and we are
pleased that all regulatory approvals have been obtained in such a
timely fashion. I anticipate our teams to continue to work well
together, meeting the scheduled closing date of the merger.”
The merger remains subject to approval by Peoples’ and Horizon’s
shareholders as well as the satisfaction of various other closing
conditions.
Additionally, Horizon today announced that it now plans to hold its 2015
Annual Meeting of Shareholders on June 30, 2015. The record date for
shareholders entitled to vote at the Horizon shareholders’ meeting was
originally set at May 11, 2015, and that date remains unchanged. Horizon
previously announced that it was proposing to hold its Annual Meeting of
Shareholders to approve the merger and take action on its normal annual
meeting agenda items, such as the election of directors, the
ratification of its auditors, and its annual advisory vote on executive
compensation, on Monday, June 22, 2015, but it will now hold its Annual
Meeting of Shareholders on Tuesday, June 30, 2015, at 10:00 a.m. (local
time) at the Clarion Inn, 5820 South Franklin Street, Michigan City,
Indiana 46360. Horizon’s shareholders are advised that the previously
announced April 19, 2015 deadline continues to apply for any shareholder
proposal to be considered for inclusion in Horizon’s proxy statement for
the 2015 Annual Meeting of Shareholders.
Peoples also announced today that it will hold its special meeting of
shareholders to approve the merger on Tuesday, June 30, 2015, at 2:00
p.m. (local time) at the LaQuinta Inn and Suites, 306 Touring Drive,
Auburn, Indiana 46706. The record date for shareholders entitled to vote
at the Peoples shareholders’ meeting is also May 11, 2015.
Horizon Bancorp is a community bank holding company headquartered in
Michigan City, Indiana with total assets of $2.2 billion as of March 31,
2015. Horizon Bank still operates under its original charter, dating
back to 1873, with a footprint of thirty-two offices extending
throughout northern and central Indiana and southwestern and central
Michigan.
About Horizon Bancorp
Horizon Bancorp is a locally owned, independent, commercial bank holding
company serving northern and central Indiana and southwest and central
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 Select Market under the
symbol HBNC.
About Peoples Bancorp
Peoples Bancorp is an Indiana corporation headquartered in Auburn,
Indiana with Peoples Federal Savings Bank of DeKalb County as its wholly
owned subsidiary. Founded in 1925, Peoples offers a full range of
banking and trust services with sixteen branch locations serving
northeast Indiana and southwest Michigan. Peoples Federal Savings Bank
may be reached online at www.peoplesfed.com.
Additional Information
In connection with the proposed merger, Horizon has filed with the
Securities and Exchange Commission (the “SEC”) a Registration Statement
on Form S-4 that includes a Joint Proxy Statement of Peoples and Horizon
and a Prospectus of Horizon, as well as other relevant documents
concerning the proposed transaction. A definitive joint proxy
statement/prospectus will be mailed to shareholders of Horizon and
Peoples after the registration statement is declared effective. The
registration statement has not yet become effective. Shareholders and
investors are urged to read the registration statement and the joint
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.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities.
The joint proxy statement/prospectus and other relevant materials and
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 “About Us”, then “Investor Relations” and then under the
heading “Information Request”.
Participants in this Transaction
Horizon, Peoples and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies
from shareholders in connection with the proposed merger under the rules
of the SEC. 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
March 21, 2014. Free copies of this document may be obtained as
described in the preceding paragraph. 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
joint proxy statement/prospectus regarding the proposed merger.
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, 2014. 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150526006258/en/
Horizon Contact Information:
Craig M. Dwight
Chairman
and Chief Executive Officer
Phone: (219) 873-2725
or
Mark
E. Secor
Chief Financial Officer
Phone: (219) 873-2611
Fax:
(219) 874-9280
or
Peoples Contact Information:
Maurice
F. Winkler, III
President and Chief Executive Officer
Main
Office #: 260-925-2500
or
Steven H. Caryer
Senior Vice
President &
Chief Financial Officer
Main Office #:
260-925-2500
Source: Horizon Bancorp