Old National Bancorp Keefe, Bruyette & Woods Boston Bank Conference February 26, 2014 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 |
2 Additional Information for Shareholders of Tower Financial Corporation 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 vote or approval. In connection with the proposed merger, Old National Bancorp (“Old National”) has filed with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 (Registration No. 333-192671) that includes a Proxy Statement of Tower Financial Corporation (“Tower”) and a Prospectus of Old National, as well as other relevant documents concerning the proposed transaction. The SEC declared the Form S-4 Registration Statement effective on December 19, 2013. Shareholders of Tower are urged to read the Registration Statement and the Proxy Statement/Prospectus regarding the merger and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they contain important information. A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about Old National and Tower, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from Old National at www.oldnational.com under the tab “Investor Relations” and then under the heading “Financial Information” or from Tower by accessing Tower’s website at www.towerbank.net under the tab “Investor Relations” and then under the heading “SEC Filings.” Old National and Tower and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Tower in connection with the proposed merger. Information about the directors and executive officers of Old National is set forth in the proxy statement for Old National’s 2013 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 15, 2013. Information about the directors and executive officers of Tower is set forth in the proxy statement for Tower’s 2013 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 28, 2013. 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. Free copies of this document may be obtained as described in the preceding paragraph. |
3 Additional Information for Shareholders of United Bancorp, Inc. 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 vote or approval. In connection with the proposed merger, Old National Bancorp (“Old National”) has filed with the Securities and Exchange Commission (“SEC”) a preliminary Registration Statement on Form S-4 that includes a preliminary Proxy Statement of United Bancorp (“United”) and a preliminary Prospectus of Old National, and each of Old National and United has filed and will file other documents concerning the proposed transaction. A definitive Proxy Statement/Prospectus will be mailed to shareholders of United. Shareholders are urged to read the Registration Statement and the Proxy Statement/Prospectus regarding the merger and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about Old National and United, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents (when available), free of charge, from Old National 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 heading “About Us” and then under the tab “Investor Relations” and then under the tab “SEC Filings.” Old National and United and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of United in connection with the proposed merger. Information about the directors and executive officers of Old National is set forth in the proxy statement for Old National’s 2013 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 15, 2013. Information about the directors and executive officers of United is set forth in the proxy statement for United’s 2013 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 25, 2013. 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. |
4 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 Old National’s financial condition, results of operations, asset and credit quality trends and profitability and statements about the expected timing, completion, financial benefit and other effects of the proposed mergers with Tower and United. 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: market, economic, operational, liquidity, credit and interest rate risks associated with Old National's business; 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 Old National to execute its business plan (including the proposed acquisitions of Tower and United); changes in the economy which could materially impact credit quality trends and the ability to generate loans and gather deposits; failure or circumvention of Old National’s internal controls; failure or disruption of our information systems; failure to adhere to or 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 presentation and other factors identified in the Company’s Annual Report 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 presentation, and Old National undertakes no obligation to release revisions to these forward-looking statements to reflect events or conditions after the date of this presentation. |
5 Non-GAAP Financial Measures These slides contain non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of the registrant's historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States. Pursuant to the requirements of Regulation G, Old National Bancorp has provided reconciliations within the slides, as necessary, of the non-GAAP financial measure to the most directly comparable GAAP financial measure. |
6 Who is Old National Bancorp? At $9.6 billion in assets, ONB is the largest Indiana- based financial holding company – 169 branches – $9.6 billion in assets – $5.1 billion in loans – $7.2 billion in core deposits Guided by a community-banking philosophy, Old National’s services include commercial and retail banking, insurance, investments, wealth management and mortgage lending Data as of December 31, 2013 |
7 Commitment to Excellence |
8 2014 8 Pending Tower and United locations Who is Old National Bancorp? Market statistics use ONB closing price as of 2-20-2014 Market Statistics Listing exchange: symbol NASDAQ: ONB Market capitalization $1.3 billion Quarterly cash dividend $.11 Cash dividend yield 3.4% Book value per common share at 12-31-2013 $11.64 Price / 2014 consensus estimate 12.2x Institutional ownership at 9-30-2013 65.7% YTD average daily trading volume 638,480 shares |
9 Returned to community bank model 2004 2005 Sold non- strategic market – Clarksville, TN – 5 branches 2006 Sold non- strategic market – O’Fallon, IL – 1 branch 2007 2008 2009 2010 2011 2012 2013 Acquired St. Joseph Capital – Entry into Northern IN market February, 2007 Acquired 65 Charter One branches throughout Indiana March, 2009 Acquired Monroe Bancorp – Enhanced Bloomington, IN presence January, 2011 Acquired IN Community – Entry into Columbus, IN September, 2012 FDIC-assisted acquisition of Integra Bank July, 2011 Sold non- strategic market – Chicago-area - 4 branches Consolidation of 21 branches Acquired 24 MI / IN branches July, 2013 Consolidation of 2 branches Consolidation of 8 branches Consolidation of 1 branch Consolidation of 10 branches Consolidation of 12 branches Consolidation of 44 branches Consolidation of 5 branches Sold 12 branches Consolidation of 22 branches Purchased 175 + 25 pending Sold 22 Consolidated 125 Pending acquisition of Tower Financial – Enhancing Ft. Wayne, IN presence Pending acquisition of United Bancorp – Entry into Ann Arbor, MI 2014 Transforming Old National’s Landscape |
10 Why Old National Bancorp? Focused on driving core net income Conservative and consistently applied credit stance since before most recent cycle has led to strong credit quality – No subprime business – Lending to clients we know in our footprint Transforming footprint to higher-growth markets Commitment to providing long-term shareholder value – Strategic decisions valued for long-term potential Strong capital, excess liquidity provide flexibility for future acquisition opportunities Continued opportunities on expenses Commitment to communities within our footprint – 94,005 associate volunteer hours in 2013 |
11 Executing the Plan – 2013 Highlights 1 See Appendix for Non-GAAP reconciliation |
Thank You |
13 Appendix – Non-GAAP Reconciliation $ in millions end of period balances FY2013 Total Shareholders’ Equity $1,162.6 Deduct: Goodwill and Intangible Assets (378.7) Tangible Common Shareholders’ Equity $784.0 Total Assets $9,581.7 Add: Trust Overdrafts 0.1 Deduct: Goodwill and Intangible Assets (378.7) Tangible Assets $9,203.1 Tangible Equity to Tangible Assets 8.52% Tangible Common Equity to Tangible Assets 8.52% Net Income $100.9 After-Tax Intangible Amortization 6.5 Tangible Net Income $107.4 ROTCE 13.70% |
14 Appendix – Investor Contact Additional information can be found on the Investor Relations web pages at www.oldnational.com Investor Inquiries: Lynell J. Walton, CPA SVP – Director of Investor Relations 812-464-1366 lynell.walton@oldnational.com |