Filed by Old National Bancorp
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Tower Financial Corporation
SEC Registration Statement No.: 333-192671
The following slides relating to Old National Bancorps pending acquisition of Tower Financial Corporation are excerpts from a presentation given by executive officers of Old National to investors and analysts on January 8, 2014 in connection with the announcement of Old Nationals proposed merger transaction with United Bancorp, Inc.
* * *
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 |
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 |
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%
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
(end of period balances-
$ in millions) |