German American announces completion of a merger

JASPER – Indiana, German American Bancorp, Inc. (Nasdaq: GABC) announced today that it has completed its merger with Citizens Union Bancorp of Shelbyville, Inc., the parent company of Citizens Union Bank of Shelbyville, Inc. of Shelbyville, Kentucky, effective at 12:01 a.m. (Eastern time) on January 1, 2022. Immediately following completion of the holding company transaction, Citizens Union Bank merged with and into German American’s banking subsidiary, German American Bank.

Each Citizens Union common shareholder of record at closing is entitled to receive a 0.7739 share of German American common stock and a cash payment of $13.44 for each of their former shares of Citizens Union common stock, subject to their surrender of the old Citizens Union shares to the exchange agent designated by German American. Instructions and forms to accomplish that surrender and exchange process are being mailed by the exchange agent to each of Citizens Union’s shareholders of record as of closing.

D. Neil Dauby

D. Neil Dauby, President and CEO of German American, stated, “We are delighted to welcome Citizens Union’s customers, employees and shareholders to German American. This merger with Citizens Union represents the next step in German American’s strategic vision to expand our community-focused, customer-centric business model throughout the Commonwealth of Kentucky. This combination of German American’s existing operations in the greater Louisville, Kentucky market area with that of Citizens Union’s strong community banking franchise will result in tripling our market share to approximately 2.5% for an overall top-10 market share position. It increases German American’s deposit market share rank to #4 of banks with less than $20 billion in assets. We are excited to expand in this very vibrant and growing market and believe we are positioned extremely well to provide our extensive offerings of banking, insurance, and investment products and services to Citizens Union’s current and prospective clients.”

Dauby continued, “We expect that this strategic transaction will be accretive to German American’s earnings per share during the 12 months following completion of the transaction, and will have a quick tangible book value earn back. Coupled with our previous First Security and Citizen First combinations, this transaction also adds to our efficiency and scale. Following completion of the merger, German American’s pro forma capital ratios will continue to significantly exceed regulatory well-capitalized levels, enabling us to continue to take advantage of future organic growth opportunities in Kentucky and throughout our existing Southern Indiana market area.”

David Bowling, CEO of Citizens Union, and Darryl Traylor, President of Citizens Union, will assume regional roles in a senior advisory capacity as Regional Chairman and Vice-Chairman.

David Bowling, CEO of Citizens Union

Commenting on the merger, Mr. Bowling stated, “This partnership with German American will enable us to deepen and broaden the financial services we provide in each of our markets, materially increase our lending limits and will provide a great opportunity for both our customers and employees. Citizens Union is well aligned with German American both culturally and strategically, and through this partnership, German American is gaining a significant presence in the greater Louisville, Kentucky market area.”

Mr. Traylor added, “German American is consistently one of the nation’s best-performing community banking organizations, and their stock provides our shareholders with enhanced liquidity and trading volume. German American’s reputation, financial strength, and capabilities will provide tremendous value to our customers, employees, communities, and shareholders.”

Piper Sandler & Co. served as financial advisor on the transaction to German American and Dentons Bingham Greenebaum LLP served as legal counsel. ProBank Austin served as financial advisor on the transaction to Citizens Union and Frost Brown Todd LLC served as its legal counsel.