Horizon Bancorp and Kosciusko Financial, Inc. Announce Receipt of Regulatory Approvals
April 21 2016 - 5:58PM
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20160421006784/en/
Horizon Contact Information:Craig M. DwightChairman and
Chief Executive OfficerPhone: (219) 873-2725Fax: (219)
874-9280orMark E. SecorChief Financial OfficerPhone: (219)
873-2611Fax: (219) 874-9280orKosciusko Contact
Information:J. Gregory MaxwellPresident and Chief Executive
OfficerPhone: (574) 265-2526orLindy BreedenExecutive Vice President
and Chief Credit OfficerPhone: (574) 353-7521
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