| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On March 26, 2019 (the “Closing Date”), Horizon Bancorp, Inc. (“Horizon”) completed its previously announced acquisition of Salin Bancshares, Inc., an Indiana corporation (“SBI”), pursuant to an Agreement and Plan of Merger dated October 29, 2018, and amended on December 18, 2018 (as amended, the “Merger Agreement”) between Horizon and SBI. The shareholders of SBI approved the Merger Agreement by written consent on March 19, 2019. Pursuant to the Merger Agreement, SBI merged with and into Horizon, with Horizon as the surviving corporation (the “Merger”), and Salin Bank and Trust Company, an Indiana commercial bank and wholly-owned subsidiary of SBI, merged with and into Horizon Bank, the wholly-owned Indiana commercial bank subsidiary of Horizon (“Horizon Bank”), with Horizon Bank as the surviving bank.
Under the terms of the Merger Agreement, each SBI shareholder received fixed consideration of (i) $87,417.17 per SBI common share in cash, and (ii) 23,907.50 shares of Horizon common stock for each share of SBI common stock. No fractional shares of Horizon common stock were issued in the Merger, but instead were paid out in cash at the rate of $17.02 per share.
In connection with the consummation of the Merger, Horizon issued 6,563,697 shares of its common stock. Based upon the closing price of Horizon common stock of $15.65 on March 25, 2019, that transaction had an implied valuation of approximately $126.7 million. Each outstanding share of Horizon common stock remained outstanding and was not changed as a result of the Merger.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to the Current Report on Form8-K filed by Horizon with the Securities and Exchange Commission (“SEC”)on October 30, 2018, and the First Amendment to Agreement and Plan of Merger, which is attached as Exhibit 2.1 to the Current Report on Form8-K filed by Horizon with the SEC on December 20, 2018, each of which is incorporated by reference herein.
| Item 3.02 | Unregistered Sales of Equity Securities. |
On the Closing Date, Horizon issued an aggregate of 6,563,697 shares of Horizon common stock to the SBI shareholders as part of the Merger consideration payable under the Merger Agreement. Horizon issued the shares of common stock described above in a private placement in reliance upon the exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.
The foregoing description of the issuance of Horizon shares in the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to the Current Report on Form8-K filed by Horizon with the SECon October 30, 2018, and the First Amendment to Agreement and Plan of Merger, which is attached as Exhibit 2.1 to the Current Report on Form8-K filed by Horizon with the SEC on December 20, 2018, each of which is incorporated by reference herein. In addition, the disclosure set forth above under Item 2.01 is incorporated by reference herein.
