Business Combination

3 Months Ended

Mar. 31, 2019

Business Combination

Business Combination

Note 9 – Business Combination

On February 21, 2019, German American Bancorp, Inc. (NASDAQ: GABC) ("German American") and the Company announced that they have entered into a definitive agreement to merge the Company into German American. Upon completion of the transaction, the Bank will be merged into German American's subsidiary bank, German American Bank. Under terms of the definitive agreement, the Company’s common shareholders (excluding 401(k) shareholders) will receive a fixed exchange ratio of 0.6629 shares of German American common stock for each share of the Company in a tax free exchange, and a cash payment of $5.80 per Company share. Shareholders who hold Company common shares in the Citizens First Bank 401(k) Profit Sharing Plan will receive a cash payment equal to $5.80 plus the exchange ratio multiplied by the 20-day volume weighted average price of German American’s common shares on the second day prior to closing (provided that such average price will not be less than the closing price of German American’s common shares on the last trading day preceding the closing).

The Company will hold a special meeting of its shareholders on June 25, 2019 to vote on the merger agreement. Completion of the transaction is subject to approval by regulatory authorities and the Company’s shareholders, as well as certain other closing conditions. The transaction is expected to be completed in the third quarter of 2019.