Fintech: Southeast News

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Posted September 28, 2021

 

JASPER — German American Bancorp, Inc. and Citizens Union Bancorp of Shelbyville, Inc. have announced a definitive agreement to merge Citizens into German American.

Upon completion of the transaction, Citizen’s subsidiary bank, Citizens Union Bank of Shelbyville, Inc., will be merged into German American’s subsidiary bank, German American Bank.

Under terms of the definitive agreement, Citizens common shareholders will receive a fixed exchange ratio of 0.7739 shares of German American common stock for each share of Citizens stock in a tax-free exchange, and a cash payment of $13.44 per share. Based on the number of Citizens common shares expected to be outstanding at closing, German American would issue approximately 2.9 million shares of its common stock, and pay approximately $49.8 million cash, for all of the issued and outstanding common shares of Citizens.

German American has also agreed, upon completion of the merger, to make a cash payment in cancellation of Citizens’ unexercised stock options, which payment is currently estimated to total approximately $0.9 million, if none of the outstanding options were to be exercised before closing.

{mprestriction ids="1,4,9"}Based upon the $35.99 per share volume-weighted average price of German American’s common shares over the 10-day trading period ended Sept. 17, the transaction has an aggregate indicated value of approximately $154.0 million, with the total merger consideration being split between stock and cash on an approximate 67:33 basis. Upon consummation of the transaction, German American and Citizens will have combined assets of approximately $6.4 billion, based upon June 30, 2021 financials.

The combined company would have 83 banking offices in 19 counties in Indiana and 15 counties in Kentucky, including locations in Columbus.

 

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