German American Bancorp, Inc. And American Community Bancorp, Inc. Announce Definitive Merger Agreement
JASPER, Ind. and EVANSVILLE, Ind., Oct. 4, 2010 (GLOBE NEWSWIRE) -- German American Bancorp, Inc. (Nasdaq:GABC) ("German American") and American Community Bancorp, Inc. (OTCBB:ACBP) ("American Community") announced today that they have entered into a definitive agreement to merge American Community into German American. Upon completion of the transaction, American Community's subsidiary bank, Bank of Evansville, will be merged into German American's similarly-named subsidiary bank, German American Bancorp.
Under terms of the definitive agreement, American Community common shareholders will receive 0.725 shares of German American common stock for each share of American Community in a tax free exchange, plus a cash payment of $2.00 per American Community share.
Based upon the closing price of German American's common shares on October 4, 2010 ($16.70), the transaction has a present indicated value of approximately $14.11 per American Community common share. This represents a premium of 41% over the closing price ($10.00) of American Community's common shares on October 4, 2010. Because the value of this transaction to holders of American Community common shares as of any future date will in large part be a function of the then-current market price of German American's common stock, the parties expect that the transaction value will vary over the period of time prior to and at closing in the same direction as the market price of German American's common shares varies over that same time period.Based on American Community's number of common shares currently outstanding, German American expects to issue approximately 1,435,000 shares of its common stock, and pay approximately $3,960,000 cash, for all of the issued and outstanding common shares of American Community that are not now owned by German American. On this basis, the basic transaction has an aggregate indicated value (valuing German American's common shares at their October 4, 2010, NASDAQ closing price) of approximately $27.9 million. The basic transaction value excludes the indicated value of the approximately 9.2% interest of German American in American Community's outstanding stock and the cash payments to be made in cancellation of dilutive stock options and warrants.
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