Filed by Old National Bancorp
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: United Bancorp, Inc.
Commission File No.: 000-16640
Set forth below are slides from a presentation given by executive officers of Old National Bancorp to investors and analysts on January 8, 2014 regarding the proposed merger transaction between Old National Bancorp and United Bancorp, Inc.
* * *
Old National
Bancorp To Partner With United Bancorp, Inc.
A Winning Combination
January 8, 2014 |
Lynell
Walton Investor Relations
Old National Bancorp |
3
Additional Information for Shareholders of United Bancorp, Inc.
Communications in this document do not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval. In
connection with the proposed merger, Old National Bancorp
will
file
with
the
Securities
and
Exchange
Commission
(SEC)
a
Registration
Statement
on
Form
S-4 that will include a Proxy Statement of United Bancorp, Inc.
(United or UBMI) and a
Prospectus of Old National Bancorp (Old National
or ONB), as well as other relevant documents
concerning the proposed transaction. Shareholders 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. A free copy of the Proxy Statement/Prospectus, as well as other
filings containing information about Old National and United, may be obtained at the
SECs Internet site (http://www.sec.gov). You will also be able to obtain
these documents, free of charge, from Old National at www.oldnational.com under
the tab Investor Relations and then under the heading Financial
Information
or from United by accessing Uniteds website at www.ubat.com under the heading
About Us
and then under the tab Investor Relations
and then under the tab SEC Filings.
Old National and United and certain of their directors and executive officers may be
deemed to be participants in the solicitation of proxies from the shareholders of
United in connection with the proposed merger. Information about the directors and
executive officers of Old National is set forth in the proxy statement for Old
Nationals 2013 annual meeting of shareholders, as filed with the SEC on a Schedule 14A
on March 15, 2013. Information about the directors and executive
officers of United is set forth in the proxy
statement for Uniteds 2013 annual meeting of shareholders, as filed with the SEC on
a Schedule 14A on March 25, 2013. Additional information regarding the interests
of those participants and 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.
|
4
Additional Information for Shareholders of Tower Financial Corporation
Communications
in
this
document
do
not
constitute
an
offer
to
sell
or
the
solicitation
of
an
offer
to
buy
any
securities
or
a
solicitation
of
any
vote
or
approval.
In
connection
with
the
proposed
merger,
Old
National
Bancorp
has
filed
with
the
Securities
and
Exchange
Commission
(SEC)
a
Registration
Statement
on
Form
S-4
that
includes
a
Proxy
Statement
of
Tower
Financial
Corporation
and
a
Prospectus
of
Old
National
Bancorp,
as
well
as
other
relevant
documents
concerning
the
proposed
transaction.
The
SEC
declared
the
Form
S-4
Registration
Statement
effective
on
December
19,
2013.
Shareholders
of
Tower
Financial
Corporation
are
urged
to
read
the
Registration
Statement
and
the
Proxy
Statement/Prospectus
regarding
the
merger
and
any
other
relevant
documents
filed
with
the
SEC,
as
well
as
any
amendments
or
supplements
to
those
documents,
because
they
contain
important
information.
A
free
copy
of
the
Proxy
Statement/Prospectus,
as
well
as
other
filings
containing
information
about
Old
National
Bancorp
and
Tower
Financial
Corporation,
may
be
obtained
at
the
SECs
Internet
site
(http://www.sec.gov).
You
will
also
be
able
to
obtain
these
documents,
free
of
charge,
from
Old
National
Bancorp
at
www.oldnational.com
under
the
tab
Investor
Relations
and
then
under
the
heading
Financial
Information
or
from
Tower
Financial
Corporation
by
accessing
Tower
Financial
Corporations
website
at
www.towerbank.net
under
the
tab
Investor
Relations
and
then
under
the
heading
SEC
Filings.
Old
National
Bancorp
and
Tower
Financial
Corporation
and
certain
of
their
directors
and
executive
officers
may
be
deemed
to
be
participants
in
the
solicitation
of
proxies
from
the
shareholders
of
Tower
Financial
Corporation
in
connection
with
the
proposed
merger.
Information
about
the
directors
and
executive
officers
of
Old
National
Bancorp
is
set
forth
in
the
proxy
statement
for
Old
Nationals
2013
annual
meeting
of
shareholders,
as
filed
with
the
SEC
on
a
Schedule
14A
on
March
15,
2013.
Information
about
the
directors
and
executive
officers
of
Tower
Financial
Corporation
is
set
forth
in
the
proxy
statement
for
Tower
Financial
Corporations
2013
annual
meeting
of
shareholders,
as
filed
with
the
SEC
on
a
Schedule
14A
on
March
28,
2013.
Additional
information
regarding
the
interests
of
those
participants
and
other
persons
who
may
be
deemed
participants
in
the
transaction
may
be
obtained
by
reading
the
Proxy
Statement/Prospectus
regarding
the
proposed
merger.
Free
copies
of
this
document
may
be
obtained
as
described
in
the
preceding
paragraph. |
5
Disclosures
Forward-Looking Statement
This presentation contains certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements
include, but are not limited to, descriptions of Old Nationals financial condition, results of operations, asset
and credit quality trends and profitability and statements about
the expected timing, completion, financial benefit and other effects of
the proposed mergers. Forward-looking statements can be identified by the use
of the words anticipate, believe,
expect,
intend,
could
and should,
and other words of similar meaning. These forward-looking statements express
managements current expectations or forecasts of future events and, by
their nature, are subject to risks and uncertainties and there are a number
of factors that could cause actual results to differ materially from those in such
statements. Factors that might cause such a difference include, but are not
limited to: market, economic, operational, liquidity, credit and interest rate risks associated with Old
National's business; competition; government legislation and policies (including the
impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and
its related regulations); ability of Old National to execute its business plan, including the proposed
acquisitions of Tower Financial Corporation and United Bancorp, Inc.; changes in the
economy which could materially impact credit quality trends and the ability to
generate loans and gather deposits; failure or circumvention of Old Nationals internal controls;
failure or disruption of our information systems; failure to adhere to or significant
changes in accounting, tax or regulatory practices or requirements; new legal
obligations or liabilities or unfavorable resolutions of litigations; other matters discussed in this
presentation and other factors identified in Old Nationals Annual Report on Form
10-K and other periodic filings with the Securities and Exchange
Commission. These forward-looking statements are made only as of the date of this presentation, and Old National
undertakes no obligation to release revisions to these forward-looking statements to
reflect events or conditions after the date of this presentation.
Non-GAAP Financial Measures
These slides contain non-GAAP financial measures. For purposes of Regulation G, a
non-GAAP financial measure is a numerical measure of the registrant's
historical or future financial performance, financial position or cash flows that excludes amounts, or
is subject to adjustments that have the effect of excluding amounts, that are included
in the most directly comparable measure calculated and presented in accordance
with GAAP in the statement of income, balance sheet or statement of cash flows (or
equivalent statements) of the issuer; or includes amounts, or is
subject to adjustments that have the effect of including
amounts, that are excluded from the most directly comparable measure so calculated and
presented. In this regard, GAAP refers to generally accepted
accounting principles in the United States. Pursuant to the requirements of
Regulation G, Old National Bancorp has provided reconciliations within the
slides, as necessary, of the non-GAAP financial measure to the most
directly comparable GAAP financial measure. |
6
Old National Bancorp to Partner With United Bancorp, Inc.
Expansion in Michigan is a key part of
ONBs strategy.
ONB can leverage UBMIs expertise in
small business administration lending
throughout ONBs footprint.
UBMIs talented mortgage servicing
operation can be expanded across
ONBs footprint.
United (OTCQB: UBMI) offers 18 branches
and $806 million of deposits in the
Southeastern Michigan area, doubling ONBs
presence in Michigan.
Includes branches from pending TOFC transaction |
7
Returned to
community
bank model
2004
2005
Sold non-
strategic
market
Clarksville, TN
5 branches
2006
Sold non-
strategic market
OFallon, IL
1 branch
2007
2008
2009
2010
2011
2012
2013
Acquired St.
Joseph Capital
Entry into
Northern IN
market
February, 2007
Acquired 65
Charter One
branches
throughout
Indiana
March, 2009
Acquired Monroe
Bancorp
Enhanced
Bloomington, IN
presence
January, 2011
Acquired IN
Community
Entry into
Columbus, IN
September, 2012
FDIC-assisted
acquisition of
Integra Bank
July, 2011
Sold non-
strategic
market
Chicago-area -
4 branches
Consolidation of
21 branches
Acquired 24
MI / IN branches
July, 2013
Consolidation
of 2 branches
Consolidation
of 8 branches
Consolidation
of 1 branch
Consolidation
of 10 branches
Consolidation
of 12 branches
Consolidation
of 44 branches
Consolidation
of 5 branches
Sold 12
branches
Consolidation
of 22
branches
Purchased 175 + 25 pending
22 Sold
125 Consolidations
Pending
acquisition
of Tower
Financial
Enhancing
Ft. Wayne,
IN presence
Transforming Old Nationals Landscape
Pending
acquisition of
United
Bancorp
Entry into
Ann Arbor, MI
2014 |
8
2004
2014
8
Transforming Old Nationals Landscape
Pending Tower and United locations |
9
-
New markets since 2004
Per SNL
Financial
2014 map includes pending Tower
locations Market
MSA Population
Adding Markets with Greater Populations
2004
Bloomington, IN
162,131
Kalamazoo, MI
328,709
South Bend, IN
319,575
Indianapolis, IN
1,913,665
>50k
<50k
Counties with Populations
Columbus, IN
77,943
Ft. Wayne, IN
421,029
Lafayette, IN
205,437
Louisville, KY
1,247,256
Ann Arbor, MI
348,690
2014 |
Bob
Jones President and CEO
Old National Bancorp |
11
ONB to Partner With UBMI
Compelling
Strategic
Rationale
Strengthen ONBs Michigan footprint by expanding into new, high-quality
markets
Adds 18 full-service branches -
$806 million in deposits and $643
million in loans²
Adds attractive fee business with $869 million in wealth management assets
under management and $963 million in loan
servicing with experienced residential mortgage and SBA lending teams
Financially
Attractive
Allows Old National to deploy excess capital in an attractive manner
Approximately 80% stock / 20% cash deal
Expected EPS accretion of approximately $.06 in 2015, excluding acquisition
charges
Exceeds internal IRR hurdle
Expected operating efficiencies of approximately 32%
Low Risk
Opportunity
Comprehensive due diligence completed
Will cross the Durbin threshold
Retention of key management members
Complementary customer base and business mix
Positive relationship with United management and board
Financial data as of September 30, 2013, per SNL Financial and Company documents
Consideration of .70 shares¹ of ONB stock + $2.66 in cash
for each share of UBMI stock Implied
Transaction
value
of
approximately
$13.17
per
UBMI
share
and
$173.1
million
in
the
aggregate,
assum
ing ONB price of $15.02 (as of January 6, 2014)
1
The exchange ratio is subject to adjustment under certain circumstances as provided in
the merger agreement. 2
Excludes loans held for sale |
12
Using U.S. census data, SNL Financial 2013 market share data
Promising Markets
Ann Arbor, Michigan
Highest median household income MSA in Michigan
Fifth largest MSA in Michigan
Unemployment rate of 6.0%, compared to the
national rate of 7.3%
Listed in Forbes
2013 Best Places for Business and
Careers
and was Livability.coms 13th Best Place
to Live
$332 million of UBMI deposits and 4.82% market
share in Washtenaw county
Adrian, Michigan
Includes UBMIs Tecumseh headquarters, which has
been used for 117+ years of their 120-year history
UBMI has dominant market share, at 39.95% with
$396 million in deposits in Lenawee county
Notable business operations in Ann Arbor
Projected 2017 Median Household Income |
13
ONB to Partner With UBMI
Highlights
Transaction
Financial Impact
Marks
Capital
Closing
Consideration: .70 shares¹ of ONB stock + $2.66 in
cash for each share of UBMI stock
Assumes 9.2 million shares of ONB common stock issued
Deal value = approximately $13.17 per UBMI share and $173.1 million in the aggregate,
assuming ONB price of $15.02 (as of January 6, 2014)
Price / 2015 Estimated adjusted EPS (includes all synergies) of 9.7x
Price to tangible book of 208%
Expected
to
be
immediately
accretive
to
EPS
in
2014,
excluding
acquisition
charges
of
approximately $18.0 million
Expected EPS accretion of approximately $.06 in 2015
Expected cost saves of approximately 32%, phased in 25% in 2014 and 100%
thereafter
Approximate TBV dilution of 8% earned back in approximately 4 years using the
incremental earnings method
Exceeds internal IRR hurdle
No revenue synergies assumed in model
Expected to create goodwill of approximately $121.8 million
No additional capital raise needed
Transaction anticipated to close late in 2Q14, subject to regulatory and UBMI
shareholder approval and other customary closing conditions
Loan credit mark estimated at $55.4 million, or 8.6% of total gross loans
Loan interest rate mark estimated at $22.7 million
1
The exchange ratio is subject to adjustment under certain circumstances as provided in
the merger agreement. |
14
Pro Forma Capital Ratios
ONB Projected
9-30-2013
1
at Closing
2
Peer
Group
Average
9-30-2013
3
Tangible Common Equity/Tangible Assets
8.4%
7.6%
8.3%
Tangible Common Equity/Risk Weighted Assets
13.7%
12.0%
11.8%
Tier 1 Risk-Based Capital
14.2%
13.1%
13.1%
Total Risk-Based Capital
15.1%
13.8%
14.8%
1
See Appendix for Non GAAP Reconciliation
3
See Appendix for definition of ONBs Peer Group
2
Assumes ONB actual ratios at September 30, 2013, plus First Call
Street Estimates, Tower transaction closing in 1Q14, and continuation of
$.10 quarterly cash dividend |
15
Summary
ONB has a proven track record of performance
Material earnings accretion expected, excluding transaction costs
Achievable cost saves expected
Revenue potential (not built into model) from Wealth Management,
SBA and mortgage
Last three bank deals met or exceeded
expectations on
expense saves, internal rate of return, earnings per share
accretion, credit
performance and tangible book value earn
back
Financially attractive
Efficient use of capital
Strategic fill-in of attractive Ann Arbor market |
Old
National Bancorp Thank You
Q&A |
Old
National Bancorp Appendix |
18
Balance Sheet Mix
As of September 30, 2013
Old National
United
Pro Forma
Old National
United
Pro Forma
Per SNL Financial/company documents |
19
Estimated Merger and Acquisition Charges
HR-related expenses
$5.9
Processing and communication expense
6.4
Professional fees
3.4
Occupancy expense
1.8
Marketing
.5
Total estimated merger and acquisition charges
1
$18.0
$ in millions
1
Assumed in model to be booked at close
does not include $4.8 million in
amortizable transaction costs |
20
(end of period balances-
$ in millions)
ONB at
9-30-2013
Projected at
Closing¹
Total Shareholders
Equity
$1,159.3
$1,395.7
Deduct: Goodwill and Intangible Assets
(379.3)
(607.9)
Tangible Common Shareholders
Equity
$779.9
$787.8
Total Assets
$9,652.1
$10,942.7
Add: Trust Overdrafts
.1
0
Deduct: Goodwill and Intangible Assets
(379.3)
(607.9)
Tangible Assets
$9,272.8
$10,334.8
Tangible Common Equity to Tangible Assets
8.41%
7.6%
(end of period balances-
$ in millions)
ONB at
9-30-2013
Projected at
Closing¹
Total Shareholders
Equity
$1,159.3
$1,395.7
Deduct: Goodwill and Intangible Assets
(379.3)
(607.9)
Tangible Common Shareholders
Equity
$779.9
$787.8
Risk Adjusted Assets
$5,680.6
$6,554.9
Tangible Common Equity to Risk Weighted Assets
13.73%
12.0%
1
Assumes ONB actual ratios at September 30, 2013, plus First Call
Street Estimates, Tower transaction closing in 1Q14, and continuation of
$.10 quarterly cash dividend
Non-GAAP Reconciliations |
21
ONBs Peer Group
1st Source Corporation
SRCE
Heartland Financial USA, Inc.
HTLF
BancFirst Corporation
BANF
IBERIABANK Corporation
IBKC
BancorpSouth, Inc.
BXS
MB Financial, Inc.
MBFI
Bank of Hawaii Corporation
BOH
Park National Corporation
PRK
Chemical Financial Corporation
CHFC
Pinnacle Financial Partners, Inc.
PNFP
Commerce Bancshares, Inc.
CBSH
Prosperity Bancshares, Inc.
PB
Cullen/Frost Bankers, Inc.
CFR
Renasant Corp.
RNST
F.N.B. Corporation
FNB
S&T Bancorp, Inc.
STBA
First Commonwealth Financial Corporation
FCF
Susquehanna Bancshares, Inc.
SUSQ
First Financial Bancorp.
FFBC
Trustmark Corporation
TRMK
First Interstate BancSystem, Inc.
FIBK
UMB Financial Corporation
UMBF
First Merchants Corporation
FRME
United Bankshares, Inc.
UBSI
First Midwest Bancorp, Inc.
FMBI
Valley National Bancorp
VLY
FirstMerit Corporation
FMER
WesBanco, Inc.
WSBC
Fulton Financial
FULT
Wintrust Financial Corporation
WTFC
Glacier Bancorp, Inc.
GBCI
Like-size, publicly-traded financial services companies, generally in the
Midwest, serving comparable demographics with comparable services as ONB
|
22
Old National Investor Relations Contact
Additional information can be found on the
Investor Relations web pages at
www.oldnational.com
Investor Inquiries:
Lynell J. Walton, CPA
SVP
Director of Investor Relations
812-464-1366
lynell.walton@oldnational.com |