 Symbol: GABC October 2015 Acquisition of River Valley Bancorp Filed by German American Bancorp, Inc. pursuant to Rule 425 under the Securities Act of 1933 Subject Company: River Valley Bancorp Commission Securities Exchange Act File No: 000- 21765 |
 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often, but not always, be identified by the use of words like “believe”, “continue”, “pattern”, “estimate”, “project”, “intend”, “anticipate”, “expect” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “might”, “can”, “may”, or similar expressions. These forward-looking statements include, but are not limited to, statements relating to the expected timing and benefits of the proposed merger (the “Merger”) between German American Bancorp, Inc. (“German American”) and River Valley Bancorp (“River Valley”), including future financial and operating results, cost savings, enhanced revenues, and accretion/dilution to reported earnings that may be realized from the Merger, as well as other statements of expectations regarding the Merger, and other statements of German American’s goals, intentions and expectations; statements regarding German American’s business plan and growth strategies; statements regarding the asset quality of German American’s loan and investment portfolios; and estimates of German American’s risks and future costs and benefits, whether with respect to the Merger or otherwise. These forward-looking statements are subject to significant risks, assumptions and uncertainties that may cause results to differ materially from those set forth in forward-looking statements, including, among other things: the risk that the businesses of German American and River Valley will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; expected revenue synergies and cost savings from the Merger may not be fully realized or realized within the expected time frame; revenues following the Merger may be lower than expected; customer and employee relationships and business operations may be disrupted by the Merger; the ability to obtain required regulatory and shareholder approvals, and the ability to complete the Merger on the expected timeframe; the costs and effects of litigation and the possible unexpected or adverse outcomes of such litigation; possible changes in economic and business conditions; the existence or exacerbation of general geopolitical instability and uncertainty; the ability of German American to complete integration and attract new customers; possible changes in monetary and fiscal policies, and laws and regulations; the effects of easing restrictions on participants in the financial services industry; the cost and other effects of legal and administrative cases; possible changes in the creditworthiness of customers and the possible impairment of collectability of loans; fluctuations in market rates of interest; competitive factors in the banking industry; changes in the banking legislation or regulatory requirements of federal and state agencies applicable to bank holding companies and banks like German American’s affiliate bank; continued availability of earnings and excess capital sufficient for the lawful and prudent declaration of dividends; changes in market, economic, operational, liquidity, credit and interest rate risks associated with German American’s business; and other risks and factors identified in each of German American’s and River Valley’s filings with the Securities and Exchange Commission. Neither German American nor River Valley undertakes any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this presentation. In addition, German American’s and River Valley’s past results of operations do not necessarily indicate either of their anticipated future results, whether the Merger is effectuated or not. |
 ADDITIONAL INFORMATION FOR SHAREHOLDERS Communications in this presentation do not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy vote or approval. The proposed merger will be submitted to the River Valley shareholders for their consideration. In connection with the proposed merger, German American will file a Registration Statement on Form S-4 with the Securities and Exchange Commission (“SEC”) that will include a proxy statement of River Valley and a prospectus of German American and other relevant documents concerning the proposed merger. SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE CORRESPONDING PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS, AS THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain a copy of the proxy statement/prospectus, as well as other filings containing information about German American and River Valley, without charge, at the SEC's website (http://www.sec.gov) or, for German American, by accessing German American’s Web site (http://www.germanamerican.com) under the tab “Investor Relations” and then under the heading “Financial Information” and for River Valley, by accessing River Valley’s Web site (http://www.rvfbank.com) under the tab “About Us” and then under the heading “Stock Price & SEC Filings.” Copies of the proxy statement/prospectus and the filings with the Securities and Exchange Commission that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Terri A. Eckerle, Shareholder Relations, German American Bancorp, Inc., 711 Main Street, Box 810, Jasper, Indiana 47546, telephone 812-482-1314 or Matthew P. Forrester, President & CEO, River Valley Bancorp, 430 Clifty Drive, Madison, Indiana, 47520, telephone 812-273-4949. River Valley and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of River Valley in connection with the proposed Merger. Information about the directors and executive officers of River Valley is set forth in the proxy statement for River Valley’s 2015 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 18, 2015. 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. |
 Transaction Highlights 4 • Meaningful addition to GABC franchise: – Further solidifies GABC’s position as the premier Southern Indiana community banking franchise – Facilitates GABC’s presence in three distinct markets located in the vibrant Southeast Indiana market area: 1. Adds 5 banking offices in the rapidly growing Indiana portion of the Louisville MSA (Floyd & Clark Counties) 2. Rounds out GABC’s presence in markets adjacent to the Columbus, IN MSA (Jackson & Jennings Counties) 3. Provides a dominant share position in the Madison, IN market (Jefferson County) – Strong performer with similar culture and banking mentalities – Ability to cross-sell GABC products and services across RIVR customer base – Addition of Matt Forrester, President & CEO & Anthony Brandon, Executive Vice President as senior executives to help lead GABC’s Southeast Indiana banking expansion • Financially Compelling: – Approximately 8.0% accretive to first full year EPS (1) – Approximately 4.3% dilutive to TBV at closing with an earn back period of 3.4 years (2) – Pro forma tangible common equity / tangible assets >9% at close leaves GABC well positioned for continued organic growth and/or other acquisition opportunities 1) Excludes one-time merger costs and projected interest rate mark amortization adjustments. Assumes 100% phase-in of projected cost savings 2) Tangible book value per share earn back period defined as the number of years for pro forma tangible book value per share to exceed projected standalone tangible book value per share (“crossover”) |
 Transaction Overview 5 • GABC to acquire 100% of RIVR. River Valley Financial Bank will be merged with and into GABC’s banking subsidiary, German American Bancorp • 30% cash / 70% stock mix – RIVR pro forma ownership of approximately 13% • Each shareholder will receive $9.90 in cash and 0.770 shares of GABC common stock Structure / Consideration Purchase Price Board / Management Other Terms Approvals / Timing • $83.5 million (1) • Deal value / tangible book value of 151% • Deal value / LTM Earnings of 14.9x • GABC will add one RIVR Director to its Board of Directors & appoint the remaining independent RIVR directors to a regional advisory board • Matt Forrester & Anthony Brandon to continue employment with GABC • RIVR shall have a minimum net worth at closing with any shortfall deducted from the cash consideration • Termination fee of $3.2 million (approximately 4% of deal value) • Customary regulatory approvals and shareholder approval by RIVR • Estimated close in early 2016 1) Based on GABC’s 20-day weighted average volume price of $30.02 as of October 22, 2015 |
 Overview of River Valley Bancorp Financial Highlights ($M) Pro Forma Branch Map Source: SNL Financial (1) RIVR footprint excludes administrative and facility offices located at 216 N State St., North Vernon, IN 47265 and 401 E Main St., Madison, IN 47250 6 2011 2012 2013 2014 YTD 9/30 CAGR Balance Sheet ($M) Total Assets 407 473 483 509 514 6.4% Total Net Loans 253 306 317 332 330 7.3% Total Deposits 305 384 395 397 401 7.5% Tang. Common Equity 28 30 29 52 55 20.0% TCE / TA (%) 6.9 6.4 6.0 10.3 10.7 Profitability (%) Net Income Avail. to Cmn. 1.4 3.7 4.1 4.4 4.3 45.3% ROAA 0.45 0.96 0.92 0.96 1.11 ROAE 5.41 11.72 12.69 10.30 10.50 Efficiency Ratio 68.8 68.9 66.1 68.7 65.8 Per Share Data ($) Tang. Book Value Per Share 18.39 19.67 18.82 20.77 21.94 4.8% Earnings Per Share 0.93 2.40 2.66 2.20 1.70 26.8% |
 Due Diligence Summary 7 • Comprehensive due diligence process • In-depth, three day review of credit files, underwriting methodology and policy • $168 million or approximately 50% of loan portfolio reviewed and 100% of all non performing assets reviewed • Detailed review of expenses on a line item basis Modeling Assumptions • Estimated loan mark of $8.7 million ($4.9 million net of reserves) • Assumes 27% cost savings, 75% phased-in in 2016 and 100% thereafter • Pro forma earnings adjusted to reflect a moderate amount of net interest income compression • After-tax, one-time buyer and seller combined merger charges are estimated at $5.2 million Due Diligence Highlights |
 Summary Highlights • Further solidifies GABC’s position as the premier Southern Indiana community banking franchise • Facilitates GABC’s presence in three distinct markets located in the vibrant Southeast Indiana market area: 1. Indiana portion of the Louisville MSA 2. Markets adjacent to the Columbus, IN MSA 3. Dominant market position in Madison, IN • Pro forma total assets of $2.8 billion • Financially compelling: – Approximately 8.0% accretive to EPS in the first full year (1) – Modest TBV dilution with a 3.4 year earn back (crossover method) (2) • Strong pro forma capital levels with flexibility to continue organic growth and future acquisitions 8 1) Excludes one-time merger costs and projected interest rate mark amortization adjustments. Assumes 100% phase-in of projected cost savings 2) Tangible book value per share earn back period defined as the number of years for pro forma tangible book value per share to exceed projected standalone tangible book value per share (“crossover”) |