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German American Bancorp, Inc. And United Commerce Bancorp Announce Signing Of Definitive Merger Agreement

Stocks in this article: GABC

JASPER, Ind. and BLOOMINGTON, Ind., July 23, 2013 (GLOBE NEWSWIRE) -- German American Bancorp, Inc. (Nasdaq:GABC) ("German American") and United Commerce Bancorp (OTCBB:UCBN) ("United Commerce") announced today that they have entered into a definitive agreement to merge United Commerce into German American. Upon completion of the transaction, United Commerce's subsidiary bank, United Commerce Bank, will be merged into German American's similarly-named subsidiary bank, German American Bancorp.

Under the terms of the definitive agreement, United Commerce common shareholders will receive shares of German American common stock at an exchange ratio of .5456 to .6667 GABC shares for each UCBN share (with the exact number to be fixed at closing based on German American's pre-closing market price) in a tax free exchange, plus a cash payment of $1.75 per United Commerce share. This cash payment is subject to reduction to the extent that United Commerce's consolidated common shareholder's equity is not at least equal to a certain level at the time of closing.

Based on the closing price of German American's common shares on July 23, 2013 of $25.94 and UCBN's consolidated shareholders' equity as of June 30, 2013, the transaction has a present indicated value of approximately $15.86 per United Commerce common share. This represents a premium of 69% over the closing price of $9.40 of United Commerce's common shares on July 23, 2013. Because the value of the stock portion of this transaction to holders of United Commerce's common shares as of any future date will 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.

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