MICHIGAN CITY, Ind. & ATTICA, Ind.--(BUSINESS WIRE)--
Horizon Bancorp (NASDAQ: HBNC) (“Horizon”) and CNB Bancorp today
announced they have executed a definitive merger agreement (the “Merger
Agreement”) pursuant to which Horizon will acquire CNB Bancorp, parent
company of The Central National Bank and Trust Company (“Central
National Bank & Trust”).
Under the terms of the Merger Agreement, stockholders of CNB Bancorp
will receive cash consideration consisting of a special dividend
(calculated as capital in excess of 8% of CNB Bancorp’s total assets,
less certain after tax transaction costs, all as described in the Merger
Agreement) and an amount to be paid by Horizon equal to 120% of
remaining capital. These amounts will be determined as of the end of the
month prior to the closing of the merger. These amounts are dependent on
CNB Bancorp’s earnings and other factors, but if the cash consideration
for the stockholders were calculated as of March 31, 2016, the
stockholders would receive, in the aggregate, a $6.7 million special
dividend and a $5.3 million payment from Horizon.
CNB Bancorp is headquartered in Attica, Indiana, and through its
wholly-owned subsidiary Central National Bank & Trust, which was
established in 1887, serves the greater Attica area with one
full-service banking location and one drive-up location. As of March 31,
2016, CNB Bancorp had total assets of approximately $55.3 million.
Horizon Bancorp is a community bank holding company headquartered in
Michigan City, Indiana with total assets of $2.6 billion as of March 31,
2016. Horizon Bancorp’s wholly-owned subsidiary, Horizon Bank, NA
(“Horizon Bank”), still operates under its original charter, dating back
to 1873, with fifty offices extending throughout northern and central
Indiana and southwestern and central Michigan.
“We are enthusiastic about this merger, as it 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 Chairman and Chief Executive Officer, Craig M. Dwight.
“Horizon will add value to Central National Bank & Trust’s customer base
through our extensive product and service offerings and on-line banking
services.”
Dwight further explained, “This merger provides an excellent complement
for Horizon to fill in the gap between our branch locations in northern
and central Indiana. We believe increasing our presence in this region
will provide Horizon with growth opportunities and the ability to
attract and retain seasoned bankers, which are key components to our
future success.”
William C. McAdams, Chief Executive Officer of Central National Bank &
Trust stated, “We are pleased with the opportunity to partner with the
Horizon Bank family and the increased opportunities this provides our
customers, employees and the community we serve. Horizon’s demonstrated
commitment to preserve true community banking, which means local
decision-making, retention of local staff, commitment to community
involvement, and personal one-on-one service, will be keys to our joint
and future success. In addition, we are excited about Horizon’s ability
to offer mobile and internet banking services to our customer base and
higher lending limits to help us serve the business and agricultural
communities.”
In keeping with Horizon’s closely held belief to hire and retain local
talent, Horizon will name Sherri McGraw, Senior Vice President, Central
National Bank & Trust, as Horizon’s Market President. “I am very excited
about our merger with Horizon and all of the new opportunities it will
bring to the community, and I want to assure our customers that I will
be here to personally serve them and all of their banking needs,”
commented Sherri McGraw.
The merger is expected to close in the fourth quarter of 2016, subject
to approval by bank regulatory authorities and the shareholders of CNB
Bancorp, as well as the satisfaction of other customary closing
conditions. Central National Bank & Trust will be merged with and into
Horizon Bank, and the combined operations will be continued under the
Horizon Bank name.
Following the merger, and after the data processing and systems
conversion is complete, the customers of Central National Bank & Trust
will be able to access the product and service line-up offered by
Horizon Bank. “The depth of offerings we will be able to provide after
our banks become one is tremendous. Services like mobile banking, remote
check deposit, expanded agriculture and mortgage loan products, cash
management services for businesses and investment services for both
businesses and individuals – just to name a few – will be fantastic
additions to the personal service we already provide our customers,”
continued McAdams.
Horizon Bancorp was advised by the law firm of Barnes & Thornburg LLP.
CNB Bancorp was advised by the law firm of SmithAmundsen, LLC and the
investment banking firm Renninger & Associates, LLC.
About Horizon Bancorp
Horizon Bancorp is a locally owned, independent, commercial bank holding
company serving northern and central Indiana and southwestern 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 CNB Bancorp
CNB Bancorp is an Indiana corporation headquartered in Attica, Indiana
with The Central National Bank and Trust Company as its wholly owned
subsidiary. The Central National Bank and Trust Company was founded in
1887 and offers banking services from its full service office and
drive-up facilities in Attica, Indiana. The Central National Bank and
Trust Company may be reached online at www.centralnationalbankismybank.com
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, 2015. 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/20160712006662/en/
Horizon:
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
CNB Bancorp:
William C. McAdams
Chief
Executive Officer
Phone: (765) 762-2414
or
Sherri L.
McGraw
Senior Vice President
Phone: (765) 762-2414
Source: Horizon Bancorp