MADISON, Ind.--(BUSINESS WIRE)--
River Valley Bancorp (NASDAQ Capital Market, Symbol “RIVR”) (the
“Company”), the parent company of River Valley Financial Bank (the
“Bank”), announced that at its special meeting of shareholders held
today, the shareholders of the Company approved the Agreement and Plan
of Reorganization among the Company, the Bank, German American Bancorp,
Inc. (“GAB”) (NASDAQ Global Select Market, Symbol “GABC”), and German
American Bancorp pursuant to which the Company will merge (the “Merger”)
with and into GAB. The Agreement and Plan of Reorganization also
provides that the Bank will be merged into German American Bancorp,
GAB’s bank subsidiary.
As previously announced, under the terms of the Agreement and Plan of
Reorganization with GAB, shareholders of the Company will receive .77
shares of GAB common stock and $9.90 in cash for each share of Company
common stock. The cash consideration is subject to adjustment
(calculated prior to closing) in the event book value of the Company, as
adjusted to reflect merger-related expenses, is below $53,250,000 on the
day prior to the closing, assuming the closing occurs before March 1,
2016, or below $53,883,000 if the closing occurs no earlier than March
1, 2016. Both the Federal Deposit Insurance Corporation and the Indiana
Department of Financial Institutions have approved the mergers. The
receipt of a waiver of any need to file an application with the Board of
Governors of the Federal Reserve System is pending. The Company expects
the mergers to be completed in the first quarter of 2016, subject to the
receipt of the necessary waiver and the satisfaction of customary
closing conditions contained in the merger agreement.
The shareholders of the Company also approved an amendment to the
Company’s articles of incorporation deleting Article 11 and approved the
merger-related compensation paid to certain executive officers of the
Company.
About River Valley Bancorp
The Company, based in Madison, Indiana, operates 14 full service banking
offices through its wholly owned subsidiary, River Valley Financial
Bank, with retail banking offices in Madison, Hanover, Charlestown,
Sellersburg, Floyds Knobs, New Albany, Dupont, North Vernon, Seymour,
Osgood, and Jeffersonville, Indiana and in Carrollton, Kentucky. At
September 30, 2015, the Company reported total assets of approximately
$514 million, total loans of approximately $330 million, and total
deposits of approximately $401 million.
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
between GAB and the Company, 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
GAB’s goals, intentions and expectations; statements regarding GAB’s
business plan and growth strategies; statements regarding the asset
quality of GAB’s loan and investment portfolios; and estimates of GAB’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 GAB and
the Company 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 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 GAB 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 GAB’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 GAB’s business; and other risks and factors identified
in each of GAB’s and the Company’s filings with the Securities and
Exchange Commission. Neither GAB nor the Company undertakes any
obligation to update any forward‐looking statement, whether written or
oral, relating to the matters discussed in this press release. In
addition, GAB’s and the Company’s past results of operations do not
necessarily indicate either of their anticipated future results, whether
the Merger is effectuated or not.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160126005974/en/
River Valley Bancorp
Matthew P. Forrester, President/CEO,
812-273-4949
Source: River Valley Bancorp