MICHIGAN CITY, Ind. & MENTONE, Ind.--(BUSINESS WIRE)--
Horizon Bancorp (NASDAQ: HBNC) (“Horizon”) and Kosciusko Financial, Inc.
(Privately Held “Kosciusko”), jointly announced that the Office of the
Comptroller of Currency and the Federal Reserve Board have approved the
proposed merger of Kosciusko with and into Horizon and the merger of
Kosciusko’s wholly-owned subsidiary, Farmers State Bank, an Indiana
state-chartered bank, with and into Horizon’s wholly-owned bank
subsidiary, Horizon Bank, N.A.
“We are pleased to have received the required federal regulatory
approvals from the OCC and the FRB necessary to complete the merger so
quickly,” said Craig Dwight, Chairman and Chief Executive Officer of
Horizon. “The fact that we remain on schedule to complete the merger by
our target date is another testament to our ability to move forward on
these valuable strategic transactions.”
Greg Maxwell, President and Chief Executive Officer of Farmers State
Bank stated, “The progress being made by both Farmers’ and Horizon’s
integration teams have been even better than anticipated. Obtaining the
regulatory approvals is another step towards the culmination of our
partnership that has been moving along great.”
The merger is expected to close on June 1, 2016 and remains subject to
approval by Kosciusko’s shareholders as well as the satisfaction of
various other closing conditions. Kosciusko will hold its meeting of
shareholders to approve the merger on Wednesday, May 25, 2016, at 10:00
a.m. (local time) at the Bell Memorial Public Library located at 101 W.
Main Street, Mentone, Indiana 46539.
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 Kosciusko Financial, Inc.
Kosciusko Financial, Inc. is an Indiana corporation headquartered in
Mentone, Indiana with Farmers State Bank as its wholly-owned subsidiary.
Farmers State Bank was founded in 1892 and offers a full range of
banking and trust services with five branch locations serving northeast
Indiana. Farmers State Bank may be reached online at www.fsbanking.com.
Additional Information
In connection with the proposed merger, on March 16, 2016, Horizon filed
with the SEC a Registration Statement on Form S-4 that includes a proxy
statement of Kosciusko and a prospectus of Horizon, as well as other
relevant documents concerning the proposed transaction. Kosciusko and
Horizon have mailed the definitive joint proxy statement/prospectus to
shareholders of Kosciusko (which mailings were first made on or about
April 13, 2016). 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 contain important information.
A free copy of the joint proxy statement/prospectus, as well as other
filings containing information about Horizon, may be obtained free of
charge at the SEC’s Internet website at www.sec.gov.
You will also be able to obtain these documents, free of charge, from
Horizon at www.horizonbank.com
under the tab “About Us – Investor Relations – Documents – SEC Filings.”
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 Kosciusko and certain of their directors and executive
officers may be deemed to be participants in the solicitation of proxies
from the shareholders of Kosciusko in connection with the proposed
merger. Information about the directors and executive officers of
Horizon is set forth in Horizon’s Annual Report on Form 10-K filed with
the SEC on February 29, 2016, and in the proxy statement for Horizon’s
2016 annual meeting of shareholders, as filed with the SEC on a Schedule
14A on March 15, 2016. Additional information regarding the interests of
those participants and other persons who may be deemed participants in
the transaction may be obtained by reading the joint proxy
statement/prospectus regarding the proposed merger. Free copies of this
document may be obtained as described in the preceding paragraph.
Forward Looking Statements
This press release may contain certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are typically identified by words such as
“believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,”
“continue,” “positions,” “prospects,” or “potential,” by future
conditional verbs such as “will,” “would,” “should,” “could,” “may,” or
by variations of such words or by similar expressions. These
forward-looking statements are subject to numerous assumptions, risks,
and uncertainties which change over time. Forward-looking statements
speak only as of the date they are made and we assume no duty to update
forward-looking statements. In addition to factors previously disclosed
in Horizon’s reports filed with the SEC, the following factors among
others, could cause actual results to differ materially from
forward-looking statements or historical performance: ability to obtain
regulatory approvals and meet other closing conditions to the merger,
including approval by KFI’s shareholders, on the expected terms and
schedule; delay in closing the merger; difficulties and delays in
integrating Horizon’s and KFI’s businesses or fully realizing cost
savings and other benefits; business disruption following the merger;
changes in asset quality and credit risk; the inability to sustain
revenue and earnings growth; changes in interest rates and capital
markets; inflation; customer acceptance of Horizon’s products and
services; customer borrowing, repayment, investment, and deposit
practices; customer disintermediation; the introduction, withdrawal,
success, and timing of business initiatives; competitive conditions; the
inability to realize cost savings or revenues or to implement
integration plans and other consequences associated with mergers,
acquisitions, and divestitures; economic conditions; and the impact,
extent, and timing of technological changes, capital market activities,
and other actions of the Federal Reserve Board and legislative and
regulatory actions and reforms, including those associated with the
Dodd-Frank Wall Street Reform and Consumer Protection Act.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160421006784/en/
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
Kosciusko
Contact Information:
J. Gregory Maxwell
President and
Chief Executive Officer
Phone: (574) 265-2526
or
Lindy
Breeden
Executive Vice President and Chief Credit Officer
Phone:
(574) 353-7521
Source: Horizon Bancorp