German American Bancorp, Inc. (NASDAQ: GABC) has successfully completed its merger with Heartland Banccorp and Heartland Bank, effective as of February 1, 2025. The completion of the holding company transaction was followed by the merger of Heartland Bank into German American's banking subsidiary, German American Bank.
Following the merger, each Heartland shareholder (excluding the Heartland 401(k) plan) is entitled to receive 3.90 shares of German American common stock for each of their shares of Heartland common stock, subject to surrendering the old Heartland shares to the designated exchange agent.
Additionally, the beneficial owners of Heartland shares held in the Heartland 401(k) plan are entitled to receive a cash payment equal to $161.19 per share, which is equivalent to the exchange ratio multiplied by the closing trading price of German American's common shares on January 31, 2025.
Furthermore, each outstanding option to acquire a share of Heartland common stock has been canceled in exchange for the right to receive a cash payment equal to $39.64 per share, among other considerations.
Post-merger, the combined organization will boast a community branch network of 94 locations across Indiana, Kentucky, and Ohio, with approximately $8.3 billion in total assets as of December 31, 2024.
D. Neil Dauby, Chairman and CEO of German American, expressed confidence that the strategic transaction would be accretive to German American’s earnings per share during the twelve months following completion, with a relatively quick tangible book value earn-back period. He also expects the pro forma capital ratios to continue exceeding regulatory well-capitalized levels, providing ongoing financial strength and future growth opportunities.
Furthermore, as part of the merger agreement, G. Scott McComb, Heartland’s Chairman, President, and CEO, and Ronnie R. Stokes, another Heartland board member, have been appointed to the German American Bancorp and German American Bank boards of directors.
Many members of the Heartland executive and senior teams will continue to serve the combined organization as regional management, ensuring local leadership and decision-making. Heartland's banking and wealth management teams will also continue to serve the financial and investment needs of individuals and businesses in the greater Columbus and Cincinnati communities.
Keefe, Bruyette & Woods, Inc., a Stifel company, served as the financial advisor on the transaction to German American, while Dentons Bingham Greenebaum LLP served as legal counsel. Raymond James & Associates, Inc. served as the financial advisor on the transaction to Heartland, with Hunton Andrews Kurth LLP serving as legal counsel. As a result of these announcements, the company's shares have moved -1.1% on the market, and are now trading at a price of $40.88. If you want to know more, read the company's complete 8-K report here.
