JASPER, Ind., Feb. 21, 2019 /PRNewswire/ -- German American
Bancorp, Inc. (NASDAQ: GABC) ("German American") and Citizens First
Corporation, Bowling Green,
Kentucky (NASDAQ: CZFC) ("Citizens First"), announced today
that they have entered into a definitive agreement to merge
Citizens First into German American. Upon completion of the
transaction, Citizens First's subsidiary bank, Citizens First Bank,
Inc., will be merged into German American's subsidiary bank, German
American Bank.
Under terms of the definitive agreement, Citizens First common
shareholders (excluding 401(k) shareholders) will receive a fixed
exchange ratio of 0.6629 shares of German American common stock for
each share of Citizens First in a tax free exchange, and a cash
payment of $5.80 per Citizens First
share. Shareholders who hold Citizens First common shares in the
Citizens First Bank 401(k) Profit Sharing Plan will receive a cash
payment equal to $5.80 plus the
exchange ratio multiplied by the 20-day volume weighted average
price of German American's common shares on the second day prior to
closing (provided that such average price will not be less than the
closing price of German American's common shares on the last
trading day preceding the closing). After completion of the merger,
it is anticipated that one board member of Citizens First will be
joining the board of German American. In addition, German
American will add M. Todd Kanipe,
President & CEO of Citizens First, as a Regional President in
the combined institution, as well as all three of the additional
Citizens First executive officers in regional roles similar to
their current positions.
Based upon the $31.59 per
share closing price of German American's common shares ending on
February 20, 2019, the transaction
has a value of $26.74 per
Citizens First 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 the number of Citizens First common shares expected to
be outstanding at closing, German American would issue
approximately 1.7 million shares of its common stock, and pay
approximately $16 million cash, for
all of the issued and outstanding common shares of Citizens First.
Based upon the $31.59 per share
price of German American's common shares ending on February 20, 2019, the transaction has an
aggregate indicated value of approximately $68.2 million, with the total merger
consideration being split between stock and cash on an approximate
77:23 basis.
Mark A. Schroeder, Chairman and
CEO of German American, stated, "We are excited to welcome
Citizens First's customers and team
members to the German American family. Citizens First has
built a solid and growing community banking franchise through which
German American can provide our extensive offerings of banking,
insurance, and investment products and services to Citizens First's
current and prospective clients. The acquisition furthers our
expansion into vibrant Kentucky
markets and strengthens our local presence in the Bowling Green market area, which has
demonstrated a history of dynamic growth and prosperity."
Schroeder continued, "We expect that this strategic transaction
will be accretive to German American's earnings per share during
the twelve months following completion of the transaction, and will
have a rapid tangible book value earn back, within approximately
one year following completion of the merger. German American's pro
forma capital ratios will continue to significantly exceed
regulatory well-capitalized levels, enabling us to continue to take
advantage of future growth opportunities in Kentucky and throughout our existing
Southern Indiana market area."
Todd Kanipe, President & CEO
of Citizens First, stated, "We are very pleased to partner with a
quality institution like German American, which has a demonstrated
commitment to the community bank business model, centered around
exceptional customer service. Through this business
combination, we will be able to offer an improved suite of products
to our existing customers and continue to build relationships
across our market geography. I am confident that this
partnership is strategically and culturally compelling to both
parties, and we are excited about the future of the combined
company.
German American is consistently among the nation's
best-performing community banking organizations, and their NASDAQ
listed stock provides our shareholders with improved liquidity and
flexibility. Our customers, employees, communities and shareholders
will immediately benefit from German American's reputation,
financial strength and capabilities."
The transaction is expected to be completed in the third quarter
of 2019. Completion of the transaction is subject to approval by
regulatory authorities and Citizens First's shareholders, as well
as certain other closing conditions. In connection with the
definitive agreement, German American entered into voting
agreements with each member of the Citizens First board of
directors, who collectively hold approximately 8% of the
outstanding shares of Citizens First common stock. Subject to the
terms and conditions of the voting agreements, the Citizens First
directors have agreed to vote their shares in favor of the
transactions contemplated by the definitive agreement.
Sandler O'Neill & Partners, L.P. served as financial advisor
on the transaction to German American and Bingham Greenebaum Doll
LLP served as legal counsel.
Keefe, Bruyette & Woods served as financial advisor on the
transaction to Citizens First, Inc. and Wyatt, Tarrant & Combs,
LLP served as legal advisor.
Additional Information
Communications in this press release do not constitute an offer
to sell or the solicitation of an offer to buy any securities or a
solicitation of any proxy vote or approval. The proposed merger
will be submitted to the Citizens First shareholders for their
consideration. In connection with the proposed merger, German
American will file a Registration Statement on Form S-4 with the
Securities and Exchange Commission ("SEC") that will include a
proxy statement for Citizens First and a prospectus for German
American and other relevant documents concerning the proposed
merger. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND
THE CORRESPONDING PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED
MERGER WHEN IT BECOMES AVAILABLE, AS WELL AS ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, TOGETHER WITH ALL AMENDMENTS AND
SUPPLEMENTS TO THOSE DOCUMENTS, AS THEY WILL CONTAIN IMPORTANT
INFORMATION. You will be able to obtain a copy of the proxy
statement/prospectus once filed, as well as other filings
containing information about German American, without charge, at
the SEC's website (http://www.sec.gov) or by accessing German
American's website (http://www.germanamerican.com) under the tab
"Investor Relations" and then under the heading "Financial
Information". Copies of the proxy statement/prospectus and the
filings with the SEC that will be incorporated by reference in the
proxy statement/prospectus can also be obtained, without charge, by
directing a request to Terri A.
Eckerle, Shareholder Relations, German American Bancorp,
Inc., 711 Main Street, Box 810, Jasper,
Indiana 47546, telephone 812-482-1314 or to M. Todd Kanipe, President and CEO, Citizens First
Corporation, 1065 Ashley Street, Bowling
Green, Kentucky 42103, telephone 270-393-0700.
German American and Citizens First and certain of their
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of Citizens
First in connection with the proposed merger. Information about the
directors and executive officers of German American is set forth in
the proxy statement for German American's 2018 annual meeting of
shareholders, as filed with the SEC on Schedule 14A on March 26, 2018, which information has been
updated by German American from time to time in subsequent filings
with the SEC. Information about the directors and executive
officers of Citizens First is set forth in the proxy statement for
Citizens First's 2018 annual meeting of shareholders, as filed with
the SEC on Schedule 14A on March 29,
2018. Additional information about the interests of those
participants and 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 above.
Forward-Looking Statements
This press release contains forward-looking statements made
pursuant to the safe-harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements can
often, but not always, be identified by the use of words like
"believe", "continue", "pattern", "estimate", "project", "intend",
"anticipate", "expect" and similar expressions or future or
conditional verbs such as "will", would", "should", "could",
"might", "can", "may", or similar expressions. These
forward-looking statements include, but are not limited to,
statements relating to the expected timing and benefits of the
proposed merger (the "Merger") between German American and Citizens
First, including future financial and operating results, cost
savings, enhanced revenues, and accretion/dilution to reported
earnings that may be realized from the Merger, as well as other
statements of expectations regarding the Merger, and other
statements of German American's goals, intentions and expectations;
statements regarding German American's business plan and growth
strategies; statements regarding the asset quality of German
American's loan and investment portfolios; and estimates of
German American's risks and future costs and benefits, whether with
respect to the Merger or otherwise.
These forward-looking statements are subject to significant
risks, assumptions and uncertainties that may cause results to
differ materially from those set forth in forward-looking
statements, including, among other things: the risk that the
businesses of German American and Citizens First will not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; expected revenue synergies
and cost savings from the Merger may not be fully realized or
realized within the expected time frame; revenues following the
Merger may be lower than expected; customer and employee
relationships and business operations may be disrupted by the
Merger; the ability to obtain required regulatory approvals or the
approval of Citizens First's shareholders, and the ability to
complete the Merger on the expected timeframe; the costs and
effects of litigation and the possible unexpected or adverse
outcomes of such litigation; possible changes in economic and
business conditions; the existence or exacerbation of general
geopolitical instability and uncertainty; the ability of German
American to complete integration and attract new customers;
possible changes in monetary and fiscal policies, and laws and
regulations; the effects of easing restrictions on participants in
the financial services industry; the cost and other effects of
legal and administrative cases; possible changes in the
creditworthiness of customers and the possible impairment of
collectability of loans; fluctuations in market rates of interest;
competitive factors in the banking industry; changes in the banking
legislation or regulatory requirements of federal and state
agencies applicable to bank holding companies and banks like German
American's affiliate bank; continued availability of earnings and
excess capital sufficient for the lawful and prudent declaration of
dividends; changes in market, economic, operational, liquidity,
credit and interest rate risks associated with German American's
business; and other risks and factors identified in German
American's filings with the Securities and Exchange Commission.
Neither German American nor Citizens First undertakes any
obligation to update any forward-looking statement, whether written
or oral, relating to the matters discussed in this press release.
In addition, German American's and Citizens First's past results of
operations do not necessarily indicate either of their anticipated
future results, whether the Merger is effectuated or
not.
About German American
German American Bancorp, Inc. is a NASDAQ-traded (symbol: GABC)
bank holding company based in Jasper,
Indiana. German American, through its banking subsidiary
German American Bank, operates 65 banking offices in 20 contiguous
southern Indiana counties and four
counties in Kentucky. The Company
also owns an investment brokerage subsidiary (German American
Investment Services, Inc.) and a full line property and casualty
insurance agency (German American Insurance, Inc.). At
December 31, 2018, German American
reported total assets of approximately $3.9
billion, total loans of approximately $2.7 billion, and total deposits of approximately
$3.1 billion.
About Citizens First
Citizens First Corporation is a bank holding company
headquartered in Bowling Green,
Kentucky and established in 1999. The Company has branch
offices located in Barren,
Hart, Simpson and Warren Counties in Kentucky, and a loan production office in
Williamson County, Tennessee. At
December 31, 2018, Citizens First
reported total assets of approximately $476
million, total loans of approximately $372 million, and total deposits of approximately
$389 million.
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SOURCE Citizens First Corporation