10-1-13 2:57 PM EDT | Email Article

JASPER, Ind., Oct. 1, 2013 (GLOBE NEWSWIRE) -- German American Bancorp, Inc. (Nasdaq:GABC) announced today that it has completed the previously announced merger transaction with United Commerce Bancorp, the parent company of United Commerce Bank, of Bloomington, Indiana. United Commerce merged into German American effective October 1, 2013, followed immediately by the merger of United Commerce Bank with and into German American's banking subsidiary.

Under the terms of the merger, United Commerce shareholders received a combination of approximately $12.7 million in GABC stock and $1.4 million in cash consideration representing a total transaction value of approximately $14.1 million. The basic transaction value excludes the indicated value of the approximately 4.6% interest of German American in United Commerce's outstanding stock and the approximately $640 thousand in cash payments made in cancellation of dilutive stock options and warrants.

Each United Commerce common shareholder of record on October 1st became entitled to receive 0.5456 shares of German American common stock plus a cash payment of $1.51 for each of their former shares of United Commerce common stock, subject to his or her surrender of the old United Commerce certificates 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 United Commerce's shareholders of record as of the Effective Time.

The transaction, which is expected to be accretive to German American's earnings per share within the first twelve months following the transaction, expands German American's existing footprint in the South Central Indiana market of Bloomington, Indiana, which is the home of Indiana University.

Mark A. Schroeder, Chairman and CEO of German American, stated, "We are delighted to welcome United Commerce's customers, employees and shareholders to German American. This transaction provides an excellent opportunity for German American to enhance our presence in the Bloomington market (which has been served by United Commerce since January 2000 and German American since February 2007) through the combination of our two institutions' strong market franchises. This merger positions German American very well within the Bloomington market through the combined strength of German American's and United Commerce's existing exceptional teams of local financial professionals and solid base of deposit and loan clients."

Thomas G. Risen, President & CEO of United Commerce, noted, "Our historic philosophy of community banking and service to our customers is consistent with that of the entire German American organization. Through this affiliation with German American, we will be able to provide our customers access to a broader offering of financial products and services, including cash management, financial advisory, insurance, and trust services for both our consumer and business clients. German American's commitment to community banking, local decision-making, and to the Bloomington community was an important element in our decision to join their organization."

Commenting on the closing of the merger, Geoffrey M. Grodner, Chairman of United Commerce, stated, "I would first like to thank the incredible management and staff at United Commerce Bank for their almost 14 years of dedication to make United Commerce Bank a success. Our experience working with German American over the last several months has reinforced what we believed when the Board made the initial decision to proceed with merger discussions. GAB, its management and staff share the philosophy and commitment of United Commerce Bank to provide superior customer service and shareholder value. I believe our customers and shareholders will be pleased with their new relationship with German American."

German American was advised by the law firms of Ice Miller LLP and Mark Barnes Law PC.  United Commerce was advised by the financial advisory firm of Renninger & Associates, LLC and the law firm of Barnes and Thornburg LLP.

United Commerce had consolidated total assets of approximately $120.3 million, total loans of approximately $83.6 million, total deposits of approximately $106.4 million, and total shareholder's equity of approximately $13.7 million as of September 30, 2013.

About German American

German American is a NASDAQ traded (symbol: GABC) financial services holding company based in Jasper, Indiana. German American (through its bank subsidiary) that now operates 37 retail banking offices (including four branches in the Bloomington, Indiana market area) in thirteen Southern Indiana counties. The Company also owns a trust, brokerage, and financial planning subsidiary (German American Financial Advisors & Trust Company) and a full line property and casualty insurance agency (German American Insurance, Inc.).

FORWARD-LOOKING STATEMENTS

Certain statements contained in this release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by words such as "may," "hope," "will," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "potential," "continue," "could," "future" or the negative of those terms or other words of similar meaning. You should read statements that contain these words carefully because they discuss our future expectations or state other "forward-looking" information. These forward-looking statements include, but are not limited to, statements relating to the expected effects of the merger transaction, and German American's expectation that the acquisition of United Commerce will have an accretive impact upon its future earnings. These forward-looking statements encompass any estimate, prediction, expectation, projection, opinion, anticipation, outlook or statement of belief included therein as well as the management assumptions underlying these forward-looking statements. You should be aware that the factors identified under the caption "Risk Factors" in German American's Annual Report on Form 10-K for its fiscal year ended December 31, 2012, as filed with the Securities and Exchange Commission could have an adverse effect on German American's business, results of operations and financial condition. Should one or more of these risks materialize, or should any such underlying assumptions prove to be significantly different, actual results, values and experiences may vary significantly from those anticipated, estimated, projected or expected.

CONTACT: Mark A Schroeder
         Chief Executive Officer of German American Bancorp, Inc.
         Bradley M. Rust
         Executive Vice President/CFO of German American Bancorp, Inc.
         (812) 482-1314
GlobeNewswire, Inc. 2013
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Morningstar - - German American Completes Merger With United Commerce Bancorp and United Commerce Bank
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