Mergers & Acquisitions

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Deal Overview

Buyer:
Old National Bancorp
Actual Acquirer:
Old National Bank
Target:
Tower Financial Corporation
Deal Type:
Bank & Thrift Company
Agreement Date:
9/9/2013
Announcement Date:
9/10/2013
Announced Deal Value ($ M):
107.97
Status:
Completed
Completion Date:
4/25/2014
Announced Deal Value Per Share ($ )
23.02

Consideration Breakout
Cash ($M) 31.7
Common Stock ($M) 79.2
Common Stock Issued 5,625,553

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 174.9 175.2
Price / Tangible Book (%) 174.9 175.2
Price / Earnings (x) 15.9 13.7
Price / Deposits (%) 18.56 18.59
Price / Assets (%) 15.86 16.11
Tangible Book Premium/ Deposits (%) 9.84 9.56
Deal Terms
Description of Consideration

Old National Bancorp paid $6.75 in cash and exchanged 1.20 shares of its common stock for each outstanding share of Tower Financial Corp. Old National Bancorp also paid cash for 5,133 deferred stock units of Tower Financial Corp. issued pursuant to the 2006 Equity Incentive Plan.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? Partial Overlap
Goodwill Generated ($ 000) 60,003
Estimated Cost Savings (%) 35.00
Estimated Cost Savings ($ 000) 7,303
Est. Restructuring Charges ($ 000) 8,700
Maximum Termination Fee ($ 000) 4,500
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 1.200000
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 4,600
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Sandler O'Neill & Partners LP
Seller Yes Keefe Bruyette & Woods Inc.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Krieg DeVault LLP
Seller Yes Barrett & McNagny LLP