Announcement • Jul 30

+ 1 more update

German American Bancorp, Inc. (NasdaqGS:GABC) entered into a definitive agreement to acquire Heartland BancCorp (OTCPK:HLAN) from a group of shareholders for approximately $350 million.

German American Bancorp, Inc. (NasdaqGS:GABC) entered into a definitive agreement to acquire Heartland BancCorp (OTCPK:HLAN) from a group of shareholders for approximately $350 million on July 29, 2024. Under the terms of the definitive agreement, Heartland shareholders will receive 3.90 shares of German American common stock for each share of Heartland common stock in an all stock, tax-free exchange. Based on the number of shares of Heartland common stock currently outstanding, German American expects to issue approximately 7.66 million shares of its common stock, and pay approximately $25.0 million in cash, in exchange for all of the issued and outstanding shares of Heartland common stock (including the shares held in the HLAN 401(k) Plan) and in cancellation of all outstanding options to acquire Heartland common stock. Under certain circumstances, termination of the Merger Agreement may result in the payment of a termination fee of $10 million by either German American or Heartland to the other party. Upon completion of the transaction, Heartland’s subsidiary bank, Heartland Bank, will be merged into German American’s subsidiary bank, German American Bank, and operate under a co-branded name within the Ohio markets. G. Scott McComb, Chairman, President and CEO of Heartland is expected to join the German American and German American Bank boards of directors while members of the Heartland executive and senior teams are expected to stay on as regional management to provide local leadership and decision making. In addition to Scott McComb, Ronnie Stokes, a current Heartland board member, is also expected to join the German American and German American Bank boards of directors. Transaction is subject to approval by federal and state banking regulatory authorities; approval of the Merger by holders of at least two-thirds (2/3) of the issued and outstanding shares of Heartland common stock; approval of the Merger by holders of a majority of the issued and outstanding shares of German American common stock; effectiveness of the registration statement to be filed by German American with respect to the German American common stock to be issued in the Merger; and the completion of other customary closing conditions. The Boards of Directors of both German American and Heartland have unanimously approved the Merger Agreement. German American entered into a voting agreement with the members of the board of directors of Heartland and with certain officers of Heartland and Heartland Bank, all of whom collectively held approximately 7.55% of the outstanding shares of Heartland common stock as of July 29, 2024, and Heartland entered into a voting agreement with the members of the board of directors of German American, all of whom collectively held approximately 3.17% of the outstanding shares of German American common stock as of July 29, 2024. The transaction is expected to close in the first quarter of 2025. Transaction is expected to be materially accretive to German American’s earnings per share during the twelve months following completion of the transaction with a relatively quick tangible book value earn back period. Keefe, Bruyette & Woods, Inc., A Stifel Company acted as financial advisor and fairness opinion provider and Jeremy E. Hill of Dentons Bingham Greenebaum LLP served as legal counsel to German American Bancorp, Inc. Raymond James & Associates, Inc. served as financial advisor and fairness opinion provider and Peter Weinstock and Beth Whitaker of Hunton Andrews Kurth LLP served as legal counsel to Heartland BancCorp. Computershare Investor Services LLC acted as transfer agent to GABC.

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German American Bancorp, Inc. (NasdaqGS:GABC) entered into a definitive agreement to acquire Heartland BancCorp (OTCPK:HLAN) from a group of shareholders for approximately $350 million.

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