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German American Bancorp, Inc. and First Security, Inc. Announce Definitive Merger Agreement
Posted: 05/22/2018 | Castle Creek

JASPER, Ind.–(GLOBE NEWSWIRE)–German American Bancorp, Inc. (Nasdaq:GABC) (“German American”) and First Security, Inc. (OTCQX:FIIT) (“First Security”) announced today that they have entered into a definitive agreement to merge First Security into German American. Upon completion of the transaction, First Security’s subsidiary bank, First Security Bank, Inc., will be merged into German American’s subsidiary bank, German American Bank.

Under terms of the definitive agreement, First Security common shareholders will receive a fixed exchange ratio of 0.7982 shares of German American common stock for each share of First Security in a tax free exchange, and a cash payment of $12.00 per First Security share. After completion of the merger, it is anticipated that a board member of First Security will be joining the board of German American. In addition, Michael F. Beckwith, President & CEO of First Security, will assume the newly established role of Kentucky Divisional President.

Based upon the $35.08 per share 20-day volume weighted average price of German American’s common shares ending on May 18, 2018 (the valuation upon which the exchange ratio was established), the transaction has a value of $40.00 per First Security common share. Because a portion of the consideration to be received is German American’s common stock, the stock portion of the transaction value will fluctuate until closing together with the market price of German American’s common shares.

Based on First Security’s number of common shares currently outstanding and the anticipated conversion of First Security’s remaining convertible subordinated debt to common shares at closing, German American expects to issue approximately 2.0 million shares of its common stock, and pay approximately $31 million cash, for all of the issued and outstanding common shares and outstanding options of First Security. Based upon the $35.08 per share 20-day volume weighted average price of German American’s common shares ending on May 18, 2018, the transaction has an aggregate indicated value of approximately $101.0 million, with the total merger consideration being split between stock and cash on an approximate 70:30 basis.

Mark A. Schroeder, Chairman and CEO of German American, stated, “This merger with First Security represents a strategic opportunity for German American to expand our community-focused, customer-centric business model into the vibrant Kentucky metropolitan markets of Owensboro, Bowling Green, and Lexington. First Security has built a solid community banking franchise in these three distinct Kentucky markets in which German American can provide our extensive offerings of banking, insurance, and investment products and services to First Security’s current and prospective clients.

“The combination of our two organizations provides an important entrance for German American into three of the largest Kentucky metropolitan market areas, and enhances German American’s existing presence in the Evansville, Indiana metropolitan market area, which is the third largest metropolitan market in Indiana and where we currently hold a significant and growing market share. We’re extremely excited about the multiple future organic growth opportunities this merger will afford our Company.”

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