425 1 d656753d425.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

The following slides relating to Old National Bancorp’s pending acquisition of United Bancorp, Inc. are from a presentation given by executive officers of United Bancorp on January 8, 2014 to United Bancorp employees in Ann Arbor, Michigan. Robert G. Jones, President and Chief Executive Officer of Old National Bancorp, participated in this presentation.

*            *             *


Robert K. Chapman
and Todd C. Clark
January 8, 2014



Information for Investors
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.  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 to be used by United Bancorp to
solicit the required approval of its shareholders in connection with the proposed merger and will constitute a
prospectus of Old National Bancorp. Old National Bancorp and United Bancorp may also file other documents with the
SEC concerning the proposed merger.  INVESTORS AND SECURITY HOLDERS OF OLD NATIONAL BANCORP
AND UNITED BANCORP ARE URGED TO READ THE PROXY STATEMENT AND PROSPECTUS REGARDING
THE PROPOSED MERGER AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.  Investors and security holders may obtain a free
copy of the proxy statement and prospectus and other documents containing important information about Old National
Bancorp and United Bancorp, once such documents are filed with the SEC, through the website maintained by the
SEC at www.sec.gov. Copies of the documents filed with the SEC by Old National Bancorp will be available free of
charge
on
Old
National
Bancorp’s
website
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
tab
“Investor Relations”
and then under the heading “SEC Filings.”
Participants in the Solicitation
Old National Bancorp, United Bancorp and certain of their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from the shareholders of  United Bancorp in connection with the
proposed transaction.  Information about the directors and executive officers of Old National Bancorp is set forth in its
proxy statement for its 2013 annual meeting of shareholders, which was filed with the SEC on March 15, 2013. 
Information
about
the
directors
and
executive
officers
of
United
Bancorp
is
set
forth
in
its
proxy
statement
for
its
2013
annual meeting of shareholders, which was filed with the SEC on March 25, 2013.  These documents can be obtained
free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy
statement and prospectus and other relevant materials to be filed with the SEC when they become available.


Forward-Looking Statements
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
ONB’s
and
United’s
financial
condition,
results
of
operations,
asset
and
credit
quality
trends
and
profitability
and
statements
about
the
expected
timing,
completion,
financial
benefits
and
other
effects
of
the
proposed
merger.
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:
expected
cost
savings,
synergies
and
other
financial
benefits
from
the
proposed
merger
might
not
be
realized
within
the
expected
time
frames
and
costs
or
difficulties
relating
to
integration
matters
might
be
greater
than
expected;
the
requisite
shareholder
and
regulatory
approvals
for
the
proposed
merger
might
not
be
obtained;
market,
economic,
operational,
liquidity,
credit
and
interest
rate
risks
associated
with
ONB’s
and
United’s
businesses,
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
ONB
and
United
to
execute
their
respective
business
plans
(including
ONB’s
proposed
acquisitions
of
United
and
Tower
Financial
Corporation);
changes
in
the
economy
which
could
materially
impact
credit
quality
trends
and
the
ability
to
generate
loans
and
gather
deposits;
failure
or
circumvention
of
either
ONB’s
or
United’s
internal
controls;
failure
or
disruption
of
our
information
systems;
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
Current
Report
and
other
factors
identified
in
ONB’s
and
United’s
Annual
Reports
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
Current
Report,
and
neither
ONB
nor
United
undertakes
an
obligation
to
release
revisions
to
these
forward-looking
statements
to
reflect
events
or
conditions
after
the
date
of
this
presentation.


Why a Partnership?
The UBMI Board fully analyzed two strategies
Partnership
Organic Growth
Goals of a Partnership Strategy
Shareholder Value
Cultural Fit
Strategic Fit
Could we accelerate our Strategic Plan by 3-5 years


Old National Bank is the largest financial
services holding company headquartered in
Indiana.
$9.7 billion in total assets
$5.2 billion in wealth management assets
under management
169
financial
centers
throughout
Indiana,
Western Kentucky, South West Michigan
and Southern Illinois
$1.5 billion market capitalization
Operates one of the largest independent
insurance agencies headquartered in
Indiana with $37 million in revenue
39 Investment representatives with $13
million in revenue


United & Old National: Unlimited Possibilities
United & Old National Bank (ONB):
shared values, common cultures and passion to
serve our clients and community


Key Points
Expansion in Michigan is a key
part of ONB’s strategy.
-Use the UBMI Platform and 
Management to execute the
Michigan Growth Strategy.
-ONB can leverage UBMI’s
expertise in Small Business
Administration and mortgage
servicing throughout ONB’s
footprint.
We are Partners
Solutions By Working Together
People + Culture = Success


Unlimited Possibilities
Expansion in Michigan is key to ONB’s strategy
Strong growth opportunities can be created by
leveraging Old National's lending limits and fee
businesses with United’s strong client
relationships
Old National can leverage United’s expertise in
Structured Finance and Mortgage lending/
servicing throughout Old National’s footprint
Two strong teams coming together can create
unlimited new opportunities


The Partnership Process
The Management Committee became involved
in the process on December 2, 2013
Extensive reverse due diligence was performed
by UBMI
The UBMI Board decided to move forward with
Old National Bank on December 19, 2013


What made UBMI attractive
Business Model/Diverse Revenue Stream
Executive & Co Worker Teams
Our ability to successfully manage through 2009-13
Strategic Plan alignment
Markets and our connection to our Communities
Relationship Approach
Culture and Core Values


Business Model
We are United, a full-service financial services
company, organized into four lines of business
(Banking, Mortgage, Structured Finance and
Wealth Management)
Our products and services are delivered in the
Markets we serve
Our goal –
Execute and Refine
This requires –
Incredible Focus and we are
forecasting heightened Execution Risk


Competing Priorities Dilutes Focus
Many new Products and Services to be developed
Process Efficiency Gains to:
Build Scalability
Reallocate Investment/Capital
We are 2-3 years away from truly being scalable  and smaller
acquisitions are not in our immediate future
77% of Community Bank CEOs identified $1B as the minimal size to
remain independent (KPMG October 2013 CB Survey)
Compliance and Regulatory Oversight continues to increase
Interest Rate Risk tool development and implementation
Investment in Information Security and System
enhancements/upgrades


Partnership Terms
Shareholders of UBMI receive 0.70 shares of ONB common stock
and $2.66 in cash for each share of UBMI common stock.
Based upon the 1/6/14 closing price of $15.02 per share of ONB,
the implied price for a share of UBMI common stock is $13.17.  The
exchange ratio is subject to adjustment under certain circumstances
as provided in the merger agreement.
Based upon ONB’s current $0.10 per share quarterly dividend, the
implied dividend per share of UBMI common stock is $0.07 per
quarter.
The expected closing date is late 2nd quarter 2014.
Full conversion is expected to be completed approximately two
months after closing date.


Other Realities
Cost
savings
Many
support
functions
will
be
centralized
Old National Bank’s genuine concern and
commitment to fair treatment of all co workers
was a key finding in our reverse due diligence


Collaborative and Disciplined
Integration Process
20 integration teams made up of associates
from both companies
develop the detailed
plans needed for a smooth transition
Full-time Project Management Office leads integration
Experienced Old National
“ambassadors”
work
closely with the integrating
banking centers before,
during and after
conversion.
Call Center / Online Banking
IT
Cash Management
Loan Operations
Client Retention
Marketing & Communication
Conversion
Mortgage
Credit
Product Mapping
Cultural Integration
Retail Administration
Deposit Operations
Risk / Compliance
Facilities
Training
Finance & Accounting
Wealth Management
Human Resources
Investments/Insurance
Special attention is given to cultural 
integration and client retention
Teams include:


Collaborative and Disciplined
Integration Process
Old National has developed a structured,
high-touch process that includes:
Weekly communication
Transparency on difficult decisions
Multiple check-point meetings
Two mock conversions
Selection of best available associates
Commitment to treat people right
ONB Branch ambassadors to help after the  
conversion


Collaborative & Disciplined
Integration Process
Extensive communication before and during the conversion
Joint, introductory visits to key clients and community leaders with
Old National leadership
Detailed materials available for sharing with clients and community
Focus on community throughout –
expanded engagement,
sponsorships and outreach
Pre-
and post-marketing campaigns focus on values and culture
Client needs are
front and center
throughout.


Transition Services –
Commitment to
Co Workers
Co Worker Assistance
Counseling session with Transition Services professional to assess needs and
develop individual plan for services
Available Resources/Services
What
do
I
do
next?
Career
Planning
Self
Directed
Career
Search
On-line
resource
Custom resume consulting to write/polish/finalize resume and address specific
questions about targeted job search strategies
Resume Writing –
½
Day workshop
Job
Search
Strategies
including
effective
Networking
&
Interview
Skills
½
Day
workshop
Mock
Interviews
One
on
one
with
a
Professional
Recruiter
Understanding Unemployment Benefits workshop and resources
Resource room with internet access and counselors to review resumes and
discuss job search strategies
Linkedin.com networking and resource group
Job skills re-training assistance


Co-Worker Welcome Information
Welcome folder materials:
Welcome letter
Q&A about Old National and United Partnership
2014 Old National Benefits Summary
Summary of training and development initiatives for co-workers
“Why Old National”
info sheet
Old National Community Investment Report for 2012
Old National Mission, Vision and Values card
ONB’s “Welcome”
site information to be posted:
All of the above plus Old National co-worker handbook and other
key program descriptions
This Announcement Presentation
Partnership Press Release
ONB Investor Presentation


Schedule for January 8th, 9th & 15th
January 8
th
Various announcement related activities
Brighton office visit with Bob Jones, Ray Webb and Todd
All Co worker call with Todd and Bob Jones at 5:15pm
January 9th
Downing
Center
from
7:30
9am.
Town
Hall
style
meeting
with the ONB team
Select office visits with Bob Jones, Joe Williams and Todd.
Ann
Arbor
State
St.
Banking
Office
from
5:30
7pm. 
Town Hall style meeting with the ONB team
January 15th
Joint Market Board meeting.  Bob Jones to attend


Clients, Communities & Centers of
Influence
Our competition will see this Partnership as an
opportunity
Ray Webb, Joe Williams, Gary Haapala, David
Kersch, Jeff Billig and Dave Skaff have
developed a calling program for our clients,
centers of influence and community leaders
They will engage with their teams immediately
following this meeting to begin making contact
with these important stakeholders
Talking points will be provided


Autonomy
United’s four counties will be considered a
Region
Local-decision
making
to
continue.
Levels
TBD
We will maintain a “Market Board”


Our Priorities for 2014
Achieve our 2014 Financial Plan
Collaborative execution of Integration with ONB


Solutions Together
UNITE
THE
TEAM
Lead
from
where
you
are.
Titles
do
not
stipulate
leadership
people
and
actions
do.
Be
passionate,
supportive
and
determined.
Inspire,
coach,
mentor
and
teach.
NEVER
SETTLE
Challenge
ourselves
to
grow.
A
willingness
to
learn
and
acceptance
to
change.
Continually
strive
for
personal
and
professional
growth
and
well
being.
INSPIRE
A
SOLUTION
Make
a
difference
every
day
by
putting
the
best
interest
of
others
first
in
order
to
deliver
the
best
client
experience
on
Planet
Earth.
EMBRACE
OPTIMISM
Build
open
and
honest
relationships
by
earning
the
trust
of
others
through
active
listening
and
interactive
dialogue.
When
we
have
strong
relationships,
then
we
can
deliver.
DO
THE
RIGHT
THING
Respect
and
embrace
diversity.
Embrace
diversity
by
respecting
diverse
backgrounds,
ideas,
and
perspectives.
TAKE
OWNERSHIP
Work
it
like
you
own
it.
Demonstrate
personal
accountability
by
taking
ownership
and
responsibility
in
everything
we
do
and
say.


Solutions Together
Completely engaged co-workers
Completely engaged clients
Revenues are driven through: our strong brand,
our strong relationships with our clients,
centers of influence and our communities,
our innovative on-boarding process. 
We never need to make a cold call to gain a new
HH or expand a relationship
We are the primary financial services company
to 100% of our clients.
We are in the top quartile of all vital metrics based
on a select peer group of high performing financial
services companies.


Welcome
Bob Jones, Old National Bancorp President &
CEO