Exhibit 20
NEWS RELEASE
Donald P. Weinzapfel
Chairman of the Board & FOR IMMEDIATE RELEASE
Chief Executive Officer February 1, 2000
Permanent Bancorp, Inc. FOR FURTHER INFORMATION
101 S.E. Third Street Don Weinzapfel
Evansville, IN 47708 (812) 437-2256
(812) 437-BANK
OLD NATIONAL BANCORP, INC. AND PERMANENT BANCORP, INC. PROVIDE FURTHER DETAILS
ON EXCHANGE RATIO FOR ACQUISITION ANNOUNCED DECEMBER 20, 1999.
On December 20, 1999, Old National Bancorp, Inc. (NASDAQ: OLDB) and Permanent
Bancorp, Inc. (NASDAQ: PERM) announced an agreement under which Old National
would acquire Permanent in an all stock transaction valued at approximately $92
million.
The agreement calls for a fixed price with the exchange ratio to be based on the
price of Old National stock at the time of the closing subject to adjustment.
The agreement provides for adjustments in the exchange ratio and the
renegotiation of the agreement under certain conditions. The following is a
description of the provisions of the agreement related to the exchange ratio.
Old National share prices have been adjusted to reflect the 5% stock dividend
payable to shareholders of record January 6, 2000.
o The assumed number of Permanent shares and vested options to
be exchanged in the transaction is approximately 4,432,742. At
a total purchase price of $92 million, this equates to a
projected price per Permanent share/option of approximately
$20.75.
o If the share price of Old National at the time of closing is
between $26.60 and $34.20, the number of shares of Old
National stock payable to Permanent shareholders would be
derived by dividing $92 million by the Old National share
price. Assuming the $20.75 value above, the exchange ratio per
Permanent share would range between a low of .6069 shares of
Old National at an Old National price of $34.20 to a high of
.7802 shares at an Old National price of $26.60.
o If the share price of Old National is less than $26.60, the
exchange ratio will be fixed at .7802 and the value of the
transaction will be less than $92 million. However, if the
share price of Old National is less than $24.70, Permanent may
terminate the agreement if Old National elects not to increase
the transaction value to $85.4 million.
o If the share price of Old National is greater than $34.20, the
exchange ratio will be fixed at .6069 and the value of the
transaction will be greater than $92 million. If the share
price of Old National is greater than $36.10, Old National may
request to renegotiate the exchange ratio and if the parties
are unable to agree to a new exchange ratio, Old National may
terminate the agreement.
o The value of he transaction may increase by up to
approximately $l.5 million depending upon the number of
Permanent options exchanged prior to the closing.
Old National & Permanent plan to complete the transaction in the third quarter
of 2000 pending all regulatory and shareholder approvals.
Investors are urged to read the important information regarding the transaction
which will be disclosed in a registration statement filed by Old National with
the SEC. Investors can view the registration statement and other documents filed
by Old National and Permanent at the SEC's web site located at
http://www.sec.gov. Investors can obtain any of the documents incorporated by
reference in the registration statement free from Old National or Permanent, as
the case may be.
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