425 1 d656852d425.htm 425 425

Filed by Old National Bancorp

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: United Bancorp, Inc.

Commission File No.: 000-16640

Set forth below are slides from a presentation given by executive officers of Old National Bancorp to investors and analysts on January 8, 2014 regarding the proposed merger transaction between Old National Bancorp and United Bancorp, Inc.

*        *        *

Old National Bancorp To Partner With  
United Bancorp, Inc.
A Winning Combination
January 8, 2014

Lynell Walton
Investor Relations
Old National Bancorp

3
Additional Information for Shareholders of United Bancorp, Inc.
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
will
file
with
the
Securities
and
Exchange
Commission
(SEC)
a
Registration
Statement
on
Form
S-4 that will include a Proxy Statement of United Bancorp, Inc. (“United”
or “UBMI”) and a
Prospectus of Old National Bancorp (“Old National”
or “ONB”), as well as other relevant documents
concerning the proposed transaction. Shareholders are urged to read the Registration Statement and the
Proxy Statement/Prospectus regarding the merger when it becomes available and any other relevant
documents filed with the SEC, as well as any amendments or supplements to those documents, because
they will contain important information. A free copy of the Proxy Statement/Prospectus, as well as other
filings containing information about Old National and United, may be obtained at the SEC’s Internet site
(http://www.sec.gov). You will also be able to obtain these documents, free of charge, from Old National at
www.oldnational.com under the tab “Investor Relations”
and then under the heading “Financial
Information”
or from United by accessing United’s website at www.ubat.com under the heading “About
Us”
and then under the tab “Investor Relations”
and then under the tab “SEC Filings.”
Old National and United and certain of their directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of United in connection with the proposed
merger. Information about the directors and executive officers of Old National is set forth in the proxy
statement for Old National’s 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 United is set forth in the proxy
statement for United’s 2013 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on
March 25, 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 when it becomes available. Free copies of this
document may be obtained as described in the preceding paragraph.

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
SEC’s
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
Corporation’s
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
National’s
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
Corporation’s
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 National’s 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 management’s
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 National’s 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 National’s 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
ONB’s strategy.
ONB can leverage UBMI’s expertise in
small business administration lending
throughout ONB’s footprint.
UBMI’s talented mortgage servicing
operation can be expanded across
ONB’s footprint.
United (OTCQB: UBMI) offers 18 branches
and $806 million of deposits in the
Southeastern Michigan area, doubling ONB’s
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
–
O’Fallon, 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 National’s Landscape
Pending
acquisition of
United
Bancorp –
Entry into  
Ann Arbor, MI
2014

8
2004
2014
8
Transforming Old National’s 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

Bob Jones
President and CEO
Old National Bancorp

11
ONB to Partner With UBMI
Compelling
Strategic
Rationale
•
Strengthen ONB’s Michigan footprint by expanding into new, high-quality markets
•
Adds 18 full-service branches -
$806 million in deposits and $643
million in loans²
•
Adds attractive fee business with $869 million in wealth management assets under      
management and $963 million in loan servicing with experienced residential
mortgage and SBA lending teams
Financially
Attractive
•
Allows Old National to deploy excess capital in an attractive manner
•
Approximately 80% stock / 20% cash deal
•
Expected EPS accretion of approximately $.06 in 2015, excluding acquisition
charges
•
Exceeds internal IRR hurdle
•
Expected operating efficiencies of approximately 32%
Low Risk
Opportunity
•
Comprehensive due diligence completed
•
Will cross the Durbin threshold
•
Retention of key management members
•
Complementary customer base and business mix
•
Positive relationship with United management and board
Financial data as of September 30, 2013, per SNL Financial and Company documents
Consideration of .70 shares¹ of ONB stock + $2.66 in cash for each share of UBMI stock
Implied
Transaction
value
of
approximately
$13.17
per
UBMI
share
and
$173.1
million
in
the
aggregate,
assum
ing ONB price of $15.02 (as of January 6, 2014)
1
The exchange ratio is subject to adjustment under certain circumstances as provided in the merger agreement.
2
Excludes loans held for sale

12
Using U.S. census data, SNL Financial 2013 market share data
Promising Markets
Ann Arbor, Michigan
Highest median household income MSA in Michigan
Fifth largest MSA in Michigan
Unemployment rate of 6.0%, compared to the
national rate of 7.3%
Listed in Forbes’
2013 “Best Places for Business and
Careers”
and was Livability.com’s 13th “Best Place
to Live”
$332 million of UBMI deposits and 4.82% market
share in Washtenaw county
Adrian, Michigan
Includes UBMI’s Tecumseh headquarters, which has
been used for 117+ years of their 120-year history
UBMI has dominant market share, at 39.95% with
$396 million in deposits in Lenawee county
Notable business operations in Ann Arbor
Projected 2017 Median Household Income

13
ONB to Partner With UBMI –
Highlights
Transaction
Financial Impact
Marks
Capital
Closing
•
Consideration:  .70 shares¹ of ONB stock + $2.66 in cash for each share of UBMI stock
•
Assumes 9.2 million shares of ONB common stock issued
•
Deal value = approximately $13.17 per UBMI share and $173.1 million in the aggregate, assuming 
ONB price of $15.02 (as of January 6, 2014)
•
Price / 2015 Estimated adjusted EPS (includes all synergies) of 9.7x
•
Price to tangible book of 208%
•
Expected
to
be
immediately
accretive
to
EPS
in
2014,
excluding
acquisition
charges
of
approximately $18.0 million
•
Expected EPS accretion of approximately $.06 in 2015
•
Expected cost saves of approximately 32%, phased in 25% in 2014 and 100% thereafter
•
Approximate TBV dilution of 8% earned back in approximately 4 years using the incremental
earnings method
•
Exceeds internal IRR hurdle
•
No revenue synergies assumed in model
•
Expected to create goodwill of approximately $121.8 million 
•
No additional capital raise needed
•
Transaction anticipated to close late in 2Q14, subject to regulatory and UBMI shareholder
approval and other customary closing conditions
•
Loan credit mark estimated at $55.4 million, or 8.6% of total gross loans
•
Loan interest rate mark estimated at $22.7 million
1
The exchange ratio is subject to adjustment under certain circumstances as provided in the merger agreement.

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 ONB’s 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

15
Summary
ONB has a proven track record of performance
–
Material earnings accretion expected, excluding transaction costs
–
Achievable cost saves expected
–
Revenue potential (not built into model) from Wealth Management,
SBA and mortgage
Last three bank deals met or exceeded
expectations on
expense saves, internal rate of return, earnings per share
accretion, credit
performance and tangible book value earn
back
Financially attractive
Efficient use of capital
Strategic fill-in of attractive Ann Arbor market

Old National Bancorp
Thank You
Q&A

Old National Bancorp
Appendix

18
Balance Sheet Mix
–
As of September 30, 2013
Old National
United
Pro Forma
Old National
United
Pro Forma
Per SNL Financial/company documents

19
Estimated Merger and Acquisition Charges
HR-related expenses
$5.9
Processing and communication expense
6.4
Professional fees
3.4
Occupancy expense
1.8
Marketing
.5
Total estimated merger and acquisition charges
1
$18.0
$ in millions
1
Assumed in model to be booked at close –
does not include $4.8 million in
amortizable transaction costs

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%
(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
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

21
ONB’s Peer Group
1st Source Corporation
SRCE
Heartland Financial USA, Inc.
HTLF
BancFirst Corporation
BANF
IBERIABANK Corporation
IBKC
BancorpSouth, Inc.
BXS
MB Financial, Inc.
MBFI
Bank of Hawaii Corporation
BOH
Park National Corporation
PRK
Chemical Financial Corporation
CHFC
Pinnacle Financial Partners, Inc.
PNFP
Commerce Bancshares, Inc.
CBSH
Prosperity Bancshares, Inc.
PB
Cullen/Frost Bankers, Inc.
CFR
Renasant Corp.
RNST
F.N.B. Corporation
FNB
S&T Bancorp, Inc.
STBA
First Commonwealth Financial Corporation
FCF
Susquehanna Bancshares, Inc.
SUSQ
First Financial Bancorp.
FFBC
Trustmark Corporation
TRMK
First Interstate BancSystem, Inc.
FIBK
UMB Financial Corporation
UMBF
First Merchants Corporation
FRME
United Bankshares, Inc.
UBSI
First Midwest Bancorp, Inc.
FMBI
Valley National Bancorp
VLY
FirstMerit Corporation
FMER
WesBanco, Inc.
WSBC
Fulton Financial
FULT
Wintrust Financial Corporation
WTFC
Glacier Bancorp, Inc.
GBCI
Like-size, publicly-traded financial services companies, generally in the Midwest, serving
comparable demographics with comparable services as ONB

22
Old National Investor Relations Contact
Additional information can be found on the
Investor Relations web pages at
www.oldnational.com
Investor Inquiries:
Lynell J. Walton, CPA
SVP –
Director of Investor Relations
812-464-1366
lynell.walton@oldnational.com