Mergers & Acquisitions

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Deal Overview

Buyer:
German American Bancorp, Inc.
Actual Acquirer:
German American Bank
Target:
First Security, Inc.
Deal Type:
Bank & Thrift Company
Agreement Date:
5/22/2018
Announcement Date:
5/22/2018
Announced Deal Value ($ M):
103.33
Status:
Pending
Completion Date:
NA
Announced Deal Value Per Share ($ )
40.39

Consideration Breakout
Cash ($M) 32.2
Common Stock ($M) 70.4
Common Stock Issued 1,978,531

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 150.9 NA
Price / Tangible Book (%) 162.3 NA
Price / Earnings (x) 35.5 NA
Price / Deposits (%) 22.56 NA
Price / Assets (%) 17.62 NA
Tangible Book Premium/ Deposits (%) 11.14 NA
Deal Terms
Description of Consideration

German American Bancorp Inc. will pay $12.00 in cash and exchange 0.7982 shares of its common stock for each of the outstanding share of First Security Inc. Shares held in employee accounts by the First Security, Inc. 401k and Employee Stock Ownership Plan (the "KSOP") immediately prior to the effective time of the merger (other than Dissenting Shares), will be entitled to receive a cash payment equal to $40.00 for each share of First Security Inc. common stock.

Accounting Method Acquisition
In-State Transaction? No
Merger of Equals? No
Geographic Expansion? Partial Overlap
Goodwill Generated ($ 000) 46,908
Estimated Cost Savings (%) 37.50
Estimated Cost Savings ($ 000) 6,248
Est. Restructuring Charges ($ 000) NA
Maximum Termination Fee ($ 000) 3,000
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.798200
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 5,200
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Sandler O'Neill & Partners LP
Seller Yes Raymond James & Assoc. Inc.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Bingham Greenebaum Doll LLP
Seller Yes Frost Brown Todd LLC