Monroe Bancorp Announces Shareholder Approval of Merger With Old National Bancorp
17 December 2010 - 6:25AM
Monroe Bancorp (Nasdaq:MROE) ("Monroe") announced that at a special
shareholders' meeting held today, the shareholders of Monroe
approved the merger of Monroe with and into Old National Bancorp
(NYSE:ONB) ("ONB"). It is anticipated that the merger will become
effective on January 1, 2011.
Based on the terms of the Agreement and Plan of Merger dated
October 5, 2010, between Monroe and ONB, holders of Monroe common
stock will receive 1.275 shares of ONB common stock for each share
of Monroe common stock held by them. The exchange ratio will adjust
if the price of ONB common stock (calculated near the closing time)
exceeds $10.98 per share. In such event, the Monroe shareholders
will receive $14.00 of ONB common stock for each share of Monroe
common stock held by them. The exchange ratio is subject to other
adjustments under certain circumstances if loan delinquencies at
Monroe exceed specified amounts or if the consolidated
shareholders' equity of Monroe as adjusted, is below the amount as
of June 30, 2010. As of November 30, 2010, no such adjustments
would have been required.
The merger agreement also provides that Monroe Bank, the bank
subsidiary of Monroe, will be merged into Old National Bank, the
bank subsidiary of ONB, at a future date. That bank merger is also
currently expected to occur on January 1, 2011.
Monroe, headquartered in Bloomington, Indiana, is an Indiana
bank holding company with Monroe Bank as its wholly owned
subsidiary. Monroe Bank was established in Bloomington in 1892, and
offers a full range of financial, trust and investment services
through its locations in central and south central Indiana. The
company's common stock is traded on the NASDAQ® Global Stock Market
under the symbol MROE.
The Monroe Bancorp logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=4316
Forward-Looking Statements
This document contains forward-looking statements regarding
future events and developments concerning Monroe and ONB. You can
find many of these statements by looking for words such as
"expects," "projects," "anticipates," "believes," "intends,"
"estimates," "strategy," "plan," "potential," "possible" and other
similar expressions. Statements about the expected timing,
completion and effects of the proposed merger and all other
statements in this press release other than historical facts
constitute forward-looking statements.
Forward-looking statements involve certain risks and
uncertainties. The ability of either Monroe or ONB to predict
results or actual effects of its plans and strategies, or those of
the combined company, is inherently uncertain. Accordingly, actual
results may differ materially from those expressed in, or implied
by, the forward-looking statements. Because these forward-looking
statements are subject to assumptions and uncertainties, the
developments and future events concerning Monroe and ONB set forth
in this press release may differ materially from those expressed or
implied by these forward-looking statements. You are cautioned not
to place undue reliance on these statements, which speak only as of
the date of this document.
All written and oral forward-looking statements concerning the
merger or other matters addressed in this press release and
attributable to Monroe and ONB or any person acting on their behalf
are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. Monroe and ONB
undertake no obligation to update these forward-looking statements
to reflect events or circumstances after the date of this document
or to reflect the occurrence of unanticipated events, unless
obligated to do so under the federal securities laws.
INDS01 CVS 1243871v1
CONTACT: Monroe Bancorp
Mark D. Bradford, President/CEO
812-331-3455
Bradford@monroebank.com
Ashley Fisher, VP/Marketing Director
812-353-7705
FisherA@monroebank.com
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