UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 29, 2016
(Exact Name of Registrant as Specified in Its Charter)
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0-21765
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35-1984567
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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430 Clifty Drive, P.O. Box 1590, Madison, Indiana
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47250-0590
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(Address of Principal Executive Offices)
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(Zip Code)
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(812) 273-4949
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.01 Completion of Acquisition or Disposition of Assets.
On March 1, 2016, pursuant to an Agreement and Plan of Reorganization (the “Merger Agreement”), dated October 26, 2015, among River Valley Bancorp (“River”), German American Bancorp, Inc. (“GAB”), River Valley Financial Bank and German American Bancorp, River merged with and into GAB, with GAB as the surviving corporation (the “Merger”). Immediately following the Merger, effective as of March 1, 2016, River Valley Financial Bank, a wholly-owned bank subsidiary of River, merged with and into German American Bancorp, a wholly-owned bank subsidiary of GAB, with German American Bancorp as the surviving bank.
At the effective time of the Merger (the “Effective Time”), each issued and outstanding share of common stock of River, without par value per share, converted into the right to receive (i) $9.90 in cash (the “Cash Consideration”) and (ii) 0.770 (the “Exchange Ratio”) shares of common stock of GAB, without par value. At the Effective Time and subject to the consent of the option holders (which consent was provided by each option holder), all River stock options converted into the right to receive an amount, payable in cash, equal to the product of (i) the total number of shares of River common stock subject to such River stock option and (ii) the positive difference, if any, of the (a) Cash Consideration on a per share basis plus (b) the Exchange Ratio multiplied by $30.96 (which amount represents the weighted volume average of the per share closing prices of a share of GAB common stock as quoted on the NASDAQ Global Select Market during the twenty (20) trading days ending on February 26, 2016) less the exercise price of such River stock option.
The foregoing description of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to River's Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 26, 2015, and is incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the consummation of the Merger, on February 29, 2016, River requested that the NASDAQ Capital Market (“NASDAQ”) file a notification on Form 25 with the SEC to request the removal of shares of River common stock from listing on NASDAQ and from registration under Section 12(b) of the Securities Exchange Act of 1934. The NASDAQ has filed such notification of removal from listing on Form 25 with the SEC with respect to River common stock.
Item 3.03 Material Modification to the Rights of Security Holders.
The information set forth above in Items 2.01 and 3.01 is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
The information set forth above in Item 2.01 is incorporated herein by reference.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the Effective Time, all directors and executive officers of River ceased serving in such capacities.
On February 29, 2016, GAB issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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Description
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2.1
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Agreement and Plan of Reorganization, dated October 26, 2015, among German American Bancorp, Inc., River Valley Bancorp, River Valley Financial Bank, and German American Bancorp (attached as Exhibit 2.1 to River's Current Report on Form 8-K filed on October 26, 2015, and incorporated herein by reference).
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99.1
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Press Release issued by German American Bancorp, Inc. dated February 29, 2016.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.
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Date: March 1, 2016
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GERMAN AMERICAN BANCORP, INC.
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as successor by merger to River Valley Bancorp
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By:
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/s/ Mark A. Schroeder |
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Mark A. Schroeder
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Chairman and Chief Executive Officer
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Exhibit No.
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Description
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2.1
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Agreement and Plan of Reorganization, dated October 26, 2015, among German American Bancorp, Inc., River Valley Bancorp, River Valley Financial Bank, and German American Bancorp (attached as Exhibit 2.1 to River's Current Report on Form 8-K filed on October 26, 2015, and incorporated herein by reference).
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99.1
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Press Release issued by German American Bancorp, Inc. dated February 29, 2016.
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JASPER, INDIANA FEBRUARY 29, 2016
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GERMAN AMERICAN TO COMPLETE ACQUISITION OF RIVER VALLEY BANCORP AND RIVER VALLEY FINANCIAL BANK
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German American Bancorp, Inc. (NASDAQ: GABC) announced today that it will complete its acquisition of River Valley Bancorp, the parent company of River Valley Financial Bank, of Madison, Indiana, effective at 12:01 a.m. (Eastern time) on March 1, 2016.
Immediately following the merger of River Valley Bancorp into German American Bancorp, Inc., River Valley Financial Bank will merge with and into German American’s banking subsidiary.
Each River Valley common shareholder of record on March 1 will be entitled to receive 0.77 shares of German American common stock and a cash payment of $9.90 for each of their former shares of River Valley common stock, subject to his or her surrender of the old River Valley shares to the exchange agent designated by German American. Instructions and forms to accomplish that surrender and exchange process are being mailed by the exchange agent to each of River Valley’s shareholders of record as of March 1, 2016.
Mark A. Schroeder, Chairman and CEO of German American, stated, “We are pleased the merger received the overwhelming approval of the River Valley shareholders and are delighted to welcome River Valley’s customers, employees and shareholders to German American. This combination of our two companies positions German American to enhance our previously stated objective of expanding our Southern Indiana footprint into the vibrant Southeast Indiana market area. River Valley has built a solid community banking franchise in three distinct markets in which German American can provide our extensive offerings of banking, insurance, and investment products and services to River Valley’s current and prospective clients.
The combination of our two organizations expands German American’s footprint into the greater Madison, Indiana market, which is very similar to our other heritage markets in Southern Indiana. Much like German American’s experience within our heritage markets, River Valley has operated in Madison for over a century and is a leader in the market from both a business and civic perspective.
Additionally, River Valley has a strong presence with five banking offices in the vibrant and rapidly growing market area of the Indiana side of the Louisville, Kentucky MSA, a market which German American has recently entered with a commercial loan production office. They also have banking offices in the Seymour and North Vernon, Indiana markets, which match-up very well with German’s American growing franchise in the adjacent Columbus, Indiana market.
This opportunity to enhance our existing presence in two of German American’s newest markets, as well as allowing for a new market presence in Madison, Indiana makes this merger a perfect fit for our company.”
Matthew P. Forrester, President & CEO of River Valley, stated, "We believe German American is an ideal partner for our bank, and we are delighted to become a part of German American's organization. Like River Valley, German American is deeply committed to the communities it serves and through this combination of our two community-focused organizations, we will be in a position to better serve our customers through increased convenience as well as the addition of broader financial services. German American's reputation, financial strength and capabilities will enhance our ability to meet the expanding needs of our customers. Furthermore, our shareholders will be receiving shares of a strong, successful banking company, with greater market liquidity and trading volume." Mr. Forrester and Anthony Brandon, River Valley’s Executive Vice President, will continue to lead German American’s operations in River Valley’s heritage markets in the roles of Regional Chairman and Regional President, respectively.
Raymond James & Associates, Inc. served as financial advisor on the transaction to German American and Bingham Greenebaum Doll LLP served as legal counsel.
Keefe, Bruyette & Woods, Inc. served as financial advisor on the transaction to River Valley Bancorp and Barnes & Thornburg LLP served as legal counsel.
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 benefits of the merger between German American and River Valley, 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 River Valley 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 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 each of German American’s and River Valley’s filings with the Securities and Exchange Commission (“SEC”). German American undertakes no obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this filing. In addition, German American’s and River Valley’s past results of operations do not necessarily indicate anticipated future results for German American.
ABOUT GERMAN AMERICAN
German American Bancorp, Inc. is a bank holding company that, inclusive of River Valley now operates, through its principal banking subsidiary, 51 retail banking offices in 19 adjacent counties in Southern Indiana and 1 adjacent county in Kentucky with combined total assets of approximately $2.9 billion, total loans of approximately $1.9 billion, and total deposits of approximately $2.2 billion. German American also owns a brokerage and financial planning subsidiary, as well as a full service property and casualty insurance agency.
CONTACT:
German American Bancorp, Inc.
Investor Contacts:
Mark A. Schroeder, Chairman & CEO
Bradley M. Rust, Executive Vice President/CFO
Terri Eckerle, Vice President-Shareholder Relations
Media Contacts:
Mark A. Schroeder, Chairman & CEO
Clay W. Ewing, President
(812) 482-1314