Horizon Bancorp (NASDAQ: HBNC)(“Horizon”) and LaPorte Bancorp,
Inc. (NASDAQ: LPSB)(“LaPorte Bancorp”), today announced they have
executed a definitive merger agreement (the “Merger Agreement”)
pursuant to which Horizon will acquire LaPorte Bancorp, parent
company of The LaPorte Savings Bank, in a stock and cash
transaction.
Under the terms of the Merger Agreement, shareholders of LaPorte
Bancorp will have the option to receive $17.50 per share in cash or
0.629 shares of Horizon common stock, or a combination of both, for
each share of LaPorte Bancorp’s common stock, subject to allocation
provisions to assure that in aggregate, LaPorte Bancorp
shareholders will receive total consideration that consists of 65%
stock and 35% cash. Based upon the March 9, 2016 closing price of
$24.21 per share of Horizon common stock, the transaction has an
implied valuation of approximately $94.1 million. Based on LaPorte
Bancorp’s December 31, 2015 financials, this equates to a
transaction value to tangible book value of 122%, transaction value
to core tangible book value1 of 140%, transaction value to
last-twelve-months earnings of 20.6x and a core deposit premium of
4.9%.
LaPorte Bancorp is a savings and loan holding company
headquartered in LaPorte, Indiana with total assets of $543.2
million and tangible common equity of $77.0 million, translating to
a tangible common equity to tangible asset ratio of 14.4%, as of
December 31, 2015. LaPorte Bancorp’s wholly-owned subsidiary, The
LaPorte Savings Bank, was established in 1871 and serves northern
Indiana with seven full-service banking locations and one loan
production office in southwest Michigan.
Horizon Bancorp is a community bank holding company
headquartered in Michigan City, Indiana with total assets of $2.7
billion as of December 31, 2015. Horizon Bancorp’s wholly-owned
subsidiary, Horizon Bank, NA (“Horizon Bank”), still operates under
its original charter, dating back to 1873, with forty-six offices
extending throughout northern and central Indiana and southwestern
and central Michigan.
“We are pleased to partner with The LaPorte Savings Bank, which
has a rich history within our legacy footprint and is a company
that we have known and admired,” stated Horizon’s Chairman and
Chief Executive Officer, Craig M. Dwight. “Our familiarity with
their experienced leadership team and common market area are what
attracted us to this opportunity. This merger is consistent with
Horizon’s philosophy of partnering with banks that hold core values
similar to ours and a commitment to serving their local
communities. We believe this shared philosophy will enhance
Horizon’s franchise value and help to ensure that a major and
growing community bank remains headquartered in LaPorte County,”
continued Dwight.
Lee A. Brady, Chief Executive Officer of LaPorte Bancorp,
stated, “We are pleased with the opportunity to join the Horizon
Bank family and the increased opportunities this will provide our
customers, employees and the communities we serve. Horizon’s
demonstrated commitment to preserve true community banking, which
means local decision-making, retention of local staff, commitment
to community involvement, and personal one-on-one service, will be
keys to our joint and future success.”
Mr. Dwight added, “The LaPorte Savings Bank was founded with the
goal, ‘to make banking as convenient and straightforward as
possible’, which complements Horizon Bank’s value of customers
being our #1 focus. Horizon will offer more convenience to The
LaPorte Savings Bank’s customers through our extensive branch and
ATM locations in Indiana and Michigan, customer service guarantees,
extensive product menu and higher lending limits. We believe our
complementary product offerings and commitment to engaging the
local community is a winning combination for our shareholders,
employees, customers and the community at large.”
Due to the shared markets served by both banks, three full
service offices and one loan production office will be consolidated
upon the completion of the data processing conversion planned for
the third quarter of 2016. The offices targeted for consolidation
are The LaPorte Savings Bank’s Indiana branches in Michigan City,
Chesterton, and The LaPorte Savings Bank’s West side location and
its St. Joseph, Michigan loan production office. Each office to be
closed is within 1.5 miles of an office that will remain open. As
part of this office consolidation, Horizon has committed to retain
all retail branch personnel who meet the bank’s hiring standards.
This will ensure proper support to assist with customer retention
and integration. By 2017, Horizon expects office staffing to be
right-sized through normal branch attrition and retirements.
As part of the merger, Horizon will add Michele Thompson, The
LaPorte Savings Bank President and Chief Financial Officer, to its
board of directors and add two representatives to Horizon’s
existing LaPorte County community advisory board.
The merger is expected to be completed in the third quarter of
2016, subject to approval by bank regulatory authorities and the
shareholders of LaPorte Bancorp, as well as the satisfaction of
other customary closing conditions. Additionally, The LaPorte
Savings Bank will be merged with and into Horizon Bank, and the
combined operations will be continued under the Horizon Bank name.
The other subsidiaries of LaPorte Bancorp and The LaPorte Savings
Bank will also be merged with similar Horizon subsidiaries or
otherwise consolidated with them.
Dwight concluded, “The LaPorte Savings Bank’s esteemed group of
community bankers will help ensure the continuation of a successful
and growing community bank headquartered in LaPorte County,
Indiana. Combined, we will serve our customers through an extensive
branch network, robust online and mobile banking platforms,
extensive loan options and a dedication to community involvement
and support. We look forward to welcoming The LaPorte Savings
Bank’s customers and employees and to the bright future this
partnership provides our stakeholders.”
Horizon Bancorp was advised by Stephens, Inc. and the law firm
of Barnes & Thornburg, LLP. LaPorte Bancorp was advised by
Raymond James & Associates, Inc. and the law firm of Luse
Gorman, PC.
About Horizon Bancorp
Horizon Bancorp is a locally owned, independent, commercial bank
holding company serving northern and central Indiana and southwest
and central Michigan through its commercial banking subsidiary
Horizon Bank, NA. Horizon also offers mortgage-banking services
throughout the Midwest. Horizon Bancorp may be reached online at
www.horizonbank.com. Its common stock
is traded on the NASDAQ Global Select Market under the symbol
HBNC.
About LaPorte Bancorp, Inc.
LaPorte Bancorp, Inc. is an Indiana corporation headquartered in
La Porte, Indiana with The LaPorte Savings Bank as its wholly owned
subsidiary. The LaPorte Savings Bank was founded in 1871 and offers
a full range of banking services with seven branch locations
serving northeast Indiana and a loan production office in Saint
Joseph, Michigan. LaPorte Bancorp may be reached online at
www.laportesavingsbank.com. Its common
stock is traded on the NASDAQ Capital Market under the symbol
LPSB.
Additional Information
In connection with the proposed merger, Horizon will file with
the SEC a Registration Statement on Form S-4 that will include a
Proxy Statement of LaPorte Bancorp and a Prospectus of Horizon (the
“Proxy Statement/Prospectus”), as well as other relevant documents
concerning the proposed transaction. Shareholders and investors
are urged to read the registration statement and the Proxy
Statement/Prospectus regarding the merger when it becomes available
and any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because they will
contain important information.
The Proxy Statement/Prospectus and other relevant materials
(when they become available), and any other documents Horizon has
filed with the SEC, may be obtained free of charge at the SEC’s
website at www.sec.gov. In addition, investors and security holders
may obtain copies of these documents, free of charge, from Horizon
at www.horizonbank.com under the tab “About Us - Investor Relations
– Documents – SEC Filings” and from LaPorte Bancorp at
www.laportesavingsbank.com under the tab “About Us - Investor
Relations”. Alternatively, these documents, when available, can be
obtained free of charge from Horizon upon written request to
Horizon Bancorp, Attn: Dona Lucker, Shareholder Relations Officer,
515 Franklin Square, Michigan City, Indiana 46360 or by calling
(219) 874-9272 or from LaPorte Bancorp upon written request to
LaPorte Bancorp, Inc., Attn: Michele Thompson, 710 Indiana Avenue,
La Porte, Indiana 46350 or by calling (219) 362-7511. The
information available through Horizon’s and LaPorte Bancorp’s
website is not and shall not be deemed part of this press release
or incorporated by reference into other filings Horizon or LaPorte
Bancorp makes with the SEC. This communication does not constitute
an offer to sell or the solicitation of an offer to buy any
securities.
Horizon and LaPorte Bancorp and certain of their directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of LaPorte Bancorp in
connection with the proposed merger. Information about the
directors and executive officers of Horizon is set forth in
Horizon’s Annual Report on Form 10-K filed with the SEC on February
29, 2016 and in the proxy statement for Horizon’s 2015 annual
meeting of shareholders, as filed with the SEC within a
Registration Statement on Form S-4/A on May 22, 2015. Information
about the directors and executive officers of LaPorte Bancorp is
set forth in the proxy statement for LaPorte Bancorp’s 2015 annual
meeting of stockholders, as filed with the SEC on a Schedule 14A on
April 2, 2015. Additional information regarding the interests of
these participants and any other persons who may be deemed
participants in the transaction may be obtained by reading the
Proxy Statement/Prospectus regarding the proposed merger when it
becomes available. Free copies of this document may be obtained as
described in the preceding paragraph.
Forward Looking Statements
This press release may contain forward-looking statements
regarding the financial performance, business prospects, growth and
operating strategies of Horizon and LaPorte Bancorp. For these
statements, Horizon and LaPorte Bancorp claim the protections of
the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995. Statements in
this press release should be considered in conjunction with the
other information available about Horizon and LaPorte Bancorp,
including the information in the filings each makes with the
Securities and Exchange Commission. Forward-looking statements
provide current expectations or forecasts of future events and are
not guarantees of future performance. The forward-looking
statements are based on management’s expectations and are subject
to a number of risks and uncertainties. Horizon and LaPorte Bancorp
have tried, wherever possible, to identify such statements by using
words such as “anticipate,” “estimate,” “project,” “intend,”
“plan,” “believe,” “will” and similar expressions in connection
with any discussion of future operating or financial
performance.
Although Horizon’s and LaPorte Bancorp’s management believe that
the expectations reflected in such forward-looking statements are
reasonable, actual results may differ materially from those
expressed or implied in such statements. Risks and uncertainties
that could cause actual results to differ materially include risk
factors relating to the banking industry and the other factors
detailed from time to time in Horizon’s and LaPorte Bancorp’s
respective Annual Reports on Form 10-K and other periodic filings
with the Securities and Exchange Commission. Undue reliance should
not be placed on the forward-looking statements, which speak only
as of the date hereof. Horizon and LaPorte Bancorp do not
undertake, and specifically disclaim any obligation, to publicly
release the result of any revisions that may be made to update any
forward-looking statement to reflect the events or circumstances
after the date on which the forward-looking statement is made, or
reflect the occurrence of unanticipated events, except to the
extent required by law.
1 Core tangible book value assumes a normalized tangible common
equity to tangible assets ratio of 8.0%. Tangible assets x 8.0% =
core tangible book value (“CTBV”), tangible book value - CTBV =
excess capital (“EC”), (transaction value – EC) / CTBV =
transaction value to CTBV; $534.6 million x 8.0% = $42.8 million,
$77.0 million – $42.8 million = $34.2 million, ($94.1 million -
$34.2 million) / $42.8 million = 140%
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160310006628/en/
Horizon Contact Information:Craig M. DwightChairman and
Chief Executive OfficerPhone: (219) 873-2725Fax: (219)
874-9280orMark E. SecorChief Financial OfficerPhone: (219)
873-2611Fax: (219) 874-9280orLaPorte Bancorp Contact
Information:Lee A. BradyChief Executive OfficerPhone: (219)
362-7511orMichele M. ThompsonPresident and Chief Financial
OfficerPhone: (219) 362-7511
Laporte Bancorp, Inc. (NASDAQ:LPSB)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Laporte Bancorp, Inc. (NASDAQ:LPSB)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024