Old National announces plan to merge with Indiana Community Bancorp

Old National Bancorp (NYSE:ONB) and Indiana Community Bancorp (Nasdaq:INCB) of Columbus, Ind., jointly announced today the execution of a definitive agreement pursuant to which Old National will acquire Indiana Community Bancorp through a merger.

With nearly $985 million in assets, Indiana Community Bancorp is an Indiana bank holding company with Indiana Bank and Trust Company as its wholly owned subsidiary. Founded in 1908, Indiana Bank and Trust serves the South Central Indiana area with 17 full-service banking centers.

Founded in Evansville in 1834, with $8.9 billion in assets and more than 180 branches, Old National is the largest financial services holding company headquartered in Indiana. This acquisition strengthens Old National’s position as the third largest branch network in Indiana. Old National also operates banking centers in Southern Illinois and Western Kentucky, as well as in the Louisville market.

“We are thrilled that this partnership will enable us to unite two Indiana-based community banks with a shared legacy of commitment and service to Hoosier families and businesses. We are honored to partner with such a highly regarded institution with a focus on basic banking and a well-earned reputation for community involvement,” said Old National Bancorp President & CEO Bob Jones. “It also allows Old National to expand our service area into a vibrant, growing region and enables Indiana Bank and Trust Co.’s loyal client base to continue doing business with a community-focused, Indiana-based financial institution with a very similar culture and values.”

“We are pleased to be joining strengths with Old National Bank,” said John Keach, Jr., Chairman & CEO of Indiana Bank and Trust Co. “This alliance will benefit our customers through enhancements to our products and delivery services, and rewards our shareholders for their continued investment in IBT. The community-minded culture and strong reputation of Old National will make this transition straightforward for our customers.”

Under the terms of the merger agreement, which was approved by the boards of both companies, Indiana Community Bancorp shareholders will receive 1.90 shares of Old National Bancorp common stock for each share of Indiana Community Bancorp common stock held by them. Based upon a $12.00 per share Old National Bancorp common stock price (stock price based on 20 day average from December 21, 2011, to January 20, 2012) the transaction is valued at approximately $79.2 million. The transaction value will likely change before close due to fluctuations in the price of Old National common stock. As provided in the merger agreement, the exchange ratio is subject to certain adjustments (calculated prior to closing) under circumstances where the consolidated shareholders’ equity of Indiana Community Bancorp is below a specified amount, the loan delinquencies of Indiana Community Bancorp exceed a specified amount or the credit mark for certain loans of Indiana Community Bancorp falls outside a specified range.

The transaction is expected to close in the second quarter of 2012 and is subject to approval by federal and state regulatory authorities and Indiana Community Bancorp’s shareholders and the satisfaction of the closing conditions provided in the merger agreement. Old National intends, subject to regulatory approval, for the outstanding preferred stock issued by Indiana Community Bancorp in connection with its participation in the U.S. Treasury’s Capital Purchase Program under TARP to be redeemed prior to the closing of the transaction. The merger agreement also provides that Indiana Bank and Trust Company will be merged into Old National Bank simultaneous with the merger of the holding companies.

Old National Bancorp was advised by RBC Capital Markets and the law firm of Krieg DeVault LLP. Indiana Community Bancorp was advised by Sandler O’Neill + Partners, L.P. and the law firm of Barnes and Thornburg LLP.