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White River Capital, Inc. Announces Signing Of Merger Agreement To Be Acquired By Parthenon Capital Partners

MERGER AGREEMENT

The Merger Agreement contains customary representations, warranties and covenants for a transaction of this type, including the White River’s agreement to conduct its business in the ordinary course prior to the closing of the merger. Each party's obligation to consummate the merger is subject to various customary closing conditions, including the approval of White River’s shareholders, the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and approval by certain state regulatory authorities. In addition, the Merger Agreement provides a limited right of White River’s board of directors to terminate the agreement under certain circumstances in order to satisfy its fiduciary duties consistent with applicable law (subject to the payment of a termination fee to Parthenon). The merger consideration is subject to adjustment up or down as provided in the Merger Agreement, within a range of $2 million in either direction to take account of the Company’s operations between signing and closing and certain estimated transaction expenses. As a result of covenants in the merger agreement governing White River's and Coastal Credit's pre-closing activities, White River will not be declaring any dividends going forward until further notice.

The parties anticipate closing the merger as soon as practicable after receiving the approval of White River’s shareholders and the satisfaction or waiver of the other closing conditions.

SHAREHOLDERS MEETING

White River expects to hold a special meeting of its shareholders to consider and act upon the proposed transaction as promptly as practicable. Details regarding the record date for, and date, time and place of, the special meeting will be included in a press release when finalized. In anticipation of the shareholders meeting, White River will mail to its shareholders a notice of the meeting and a proxy statement relating to the transaction and the vote to be taken at the meeting. SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND ANY OTHER DOCUMENTS ACCOMPANYING IT IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED MERGER.

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