MICHIGAN CITY, Ind. & AUBURN, Ind.--(BUSINESS WIRE)--
Horizon Bancorp (NASDAQ: HBNC) (“Horizon”) and Peoples Bancorp (OTCPINK:
PBNI) (“Peoples”), today announced they have executed a definitive
agreement whereby Horizon will acquire Peoples and its wholly-owned
subsidiary, Peoples Federal Savings Bank of DeKalb County (“Peoples
Federal Savings Bank”), through a stock and cash merger.
Under the terms of the merger agreement, shareholders of Peoples will
receive fixed consideration of 0.95 shares of Horizon common stock and
$9.75 in cash for each share of Peoples’ common stock. Based upon the
February 18, 2015, closing price of $23.02 per share of Horizon common
stock, the transaction has an implied valuation of approximately $73.1
million.
Established in 1925 and headquartered in Auburn, Indiana, Peoples,
through its wholly-owned subsidiary Peoples Federal Savings Bank, serves
northeast Indiana and southwest Michigan with sixteen full-service
banking locations. As of December 31, 2014, Peoples had total assets of
$486.6 million and total equity of $61.3 million, translating to equity
to asset ratio of 12.60%.
Horizon Bancorp is a community bank holding company headquartered in
Michigan City, Indiana with total assets of $2.1 billion as of December
31, 2014. Horizon Bancorp’s wholly-owned subsidiary, Horizon Bank, NA
(“Horizon Bank”), still operates under its original charter, dating back
to 1873, with a footprint of thirty-one offices extending throughout
northern and central Indiana and southwestern and central Michigan.
“We are enthusiastic about this merger, which is consistent with
Horizon’s philosophy of partnering with banks that hold core values
similar to ours and a commitment to serving their local communities,”
said Horizon’s Chief Executive Officer, Craig M. Dwight. “Peoples
Federal Savings Bank was founded with the goal of helping people
purchase the home of their dreams, which compliments Horizon’s robust
retail mortgage business. Horizon will add value to Peoples’ customer
base through our customer service guarantees and extensive product menu.
In addition, Peoples’ agricultural, business banking and wealth
management services align well with Horizon’s primary revenue streams.
Our complimentary product offerings and commitment to engaging the local
community is a winning combination for our shareholders, employees,
customers and community at large.”
Dwight further explained that the Peoples merger provides an excellent
opportunity to expand Horizon’s market presence into vibrant northeast
Indiana. “We believe establishing a significant presence in northeast
Indiana will provide Horizon with substantial growth opportunities, a
key component to our future success,” Dwight commented.
“Peoples seasoned team of community bankers, with a shared philosophy of
providing exceptional customer service and commitment to the community
will enhance Horizon’s franchise value,” continued Dwight. Horizon has a
track record of establishing local advisory boards to maintain the pulse
of the local community. Dwight indicated that such an advisory board
will be established following the merger. In addition, following the
merger, Mr. Maurice F. Winkler, III, President and Chief Executive
Officer of Peoples, will be appointed to serve on the board of directors
of Horizon and Horizon Bank.
Winkler stated, “We are excited to become part of the Horizon Bank
family and the increased opportunities this provides our customers and
community. Horizon’s demonstrated commitment to preserve true community
banking, which means local decision-making, community involvement, and
personal one-on-one service, will be keys to our joint and future
success.”
The transaction is expected to be completed in the third quarter of
2015, subject to approval by federal and state regulatory authorities
and the shareholders of Peoples and Horizon, as well as the satisfaction
of other customary closing conditions provided in the merger agreement.
The merger agreement also provides that Peoples Federal Savings Bank
will be merged into Horizon Bank.
Horizon Bancorp was advised by Cummings & Company, LLC and the law firm
of Barack Ferrazzano Kirschbaum & Nagelberg LLP. Peoples was advised by
Keefe, Bruyette & Woods, Inc. a Stifel Company and the law firm of
Barnes & Thornburg LLP.
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 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 will file with the
Securities and Exchange Commission (the “SEC”) a Registration Statement
on Form S-4 that will include a Joint Proxy Statement of Peoples Bancorp
and Horizon and a Prospectus of Horizon, as well as other relevant
documents concerning the proposed transaction. Shareholders and
investors are urged to read the registration statement and the joint
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. 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 (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 “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 when it
becomes available.
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
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