MICHIGAN CITY, Ind. & MENTONE, Ind.--(BUSINESS WIRE)--
Horizon Bancorp (NASDAQ: HBNC) (“Horizon”) and Kosciusko Financial, Inc.
(Privately Held “Kosciusko”), today announced they have executed a
definitive agreement whereby Horizon will acquire Kosciusko and its
wholly-owned subsidiary, Farmers State Bank, an Indiana state chartered
bank, through a stock and cash merger.
Under the terms of the merger agreement, shareholders of Kosciusko will
have the option to receive $81.75 per share in cash or 3.0122 shares of
Horizon common stock for each share of Kosciusko’s common stock or a
combination thereof, provided the overall shares exchanged consist of
65% stock and 35% cash. Based upon the February 3, 2016, closing price
of $23.99 per share of Horizon common stock, the transaction has an
implied valuation of approximately $22.5 million.
Established in 1892 and headquartered in Mentone, Indiana, Kosciusko,
through its wholly-owned subsidiary Farmers State Bank, serves northeast
Indiana with five full-service banking locations. As of December 31,
2015, Kosciusko had total assets of approximately $148.2 million and
total equity of $16.5 million, translating to an equity to asset ratio
of 11.1%.
Horizon Bancorp is a community bank holding company headquartered in
Michigan City, Indiana with total assets of $2.7 billion as of December
31, 2015. Horizon Bancorp’s wholly-owned subsidiary, Horizon Bank, NA
(“Horizon Bank”), still operates under its original charter, dating back
to 1873, with forty-six 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.
“Farmers State Bank was founded with the goal of People First Banking,
which complements Horizon’s value of customers being our #1 focus.
Horizon will add value to Farmers State Bank’s customer base through our
customer service guarantees, extensive product menu and on-line banking
services. In addition, Farmers State Bank’s agricultural, business
banking and mortgage lending services align well with Horizon’s primary
revenue streams. We believe our complementary product offerings and
commitment to engaging the local community is a winning combination for
our shareholders, employees, customers and the community at large.”
Dwight further explained that the Kosciusko merger provides an excellent
complement to Horizon’s existing branch locations in the vibrant
northeast Indiana market. “We believe increasing our presence in this
region will provide Horizon with substantial growth opportunities and
the ability to attract and retain seasoned bankers, which are key
components to our future success,” Dwight commented.
“Farmers State Bank’s experienced 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 for Kosciusko
County following the merger.
Greg Maxwell, President and Chief Executive Officer of Farmers State
Bank 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 communities 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.”
The transaction is expected to be completed in the second quarter of
2016, subject to approval by bank regulatory authorities and the
shareholders of Kosciusko, as well as the satisfaction of other
customary closing conditions. Farmers State Bank will be merged into
Horizon Bank, and the combined operations will be continued under the
Horizon Bank name.
Horizon Bancorp was advised by Raymond James & Associates, Inc. and the
law firm of Barnes & Thornburg, LLP. Kosciusko was advised by Austin
Associates, LLC and the law firms of Rockhill Pinnick LLP and Shumaker,
Loop & Kendrick, 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 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, Horizon will file with the SEC a
Registration Statement on Form S-4 that will include a Proxy Statement
of Kosciusko Financial, Inc 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 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.
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 in two ways, either (i) by
contacting Dona Lucker, Shareholder Relations Officer, 515 Franklin
Square, Michigan City, Indiana 46360, telephone: (219) 874-9272 or via a
request form available on Horizon’s website at www.horizonbank.com
under the tab “About Us – Investor Relations – Other Information –
Information Request,” or (ii) 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 March 13, 2015, and in the proxy statement for Horizon’s 2015
annual meeting of shareholders, as filed with the SEC within a
Registration Statement on Form S-4/A on May 22, 2015. 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, 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/20160205005063/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
Kosciusko:
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