EXHIBIT 99.1
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NEWS RELEASE
DATE: March 20, 2006 9:00 a.m. E.S.T.
CONTACT: James L. Saner, Sr., President and CEO
MainSource Financial Group 812-663-0157
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MainSource Financial Group Acquires Union Community
Bancorp and Union Federal Savings and Loan Association
MainSource Financial Group, Inc., Greensburg, Indiana (NASDAQ: MSFG) - James L.
Saner, Sr., President and Chief Executive Officer of MainSource Financial Group,
Inc. today announced the consummation of the acquisition of Union Community
Bancorp and its wholly owned subsidiary, Union Federal Savings and Loan
Association. With total assets of approximately $260 million, Union Federal
operates six offices in Montgomery, Warren, Tippecanoe and Fountain County,
Indiana.
Mr. Saner stated, "I am pleased to welcome the employees and customers of Union
Federal Savings and Loan Association into MainSource Financial Group. We remain
committed to our community banking philosophy and this transaction reaffirms our
long-term strategic objective of preserving the local decision-making and
personal customer service that is quickly being abandoned in the smaller
communities. We feel that this type of service, combined with MainSource
Financial Group's exceptional product offerings, provides the Union Federal
Savings and Loan customers a unique opportunity to manage all of their financial
needs from one location."
Mr. Saner continued, "This acquisition will expand MainSource Financial Group's
presence in Indiana to 60 offices in 27 counties. MainSource Financial Group is
currently one of the top 20 multi-bank holding companies that is publicly traded
in the state of Indiana and we are proud to continue our growth in new areas.
Also, the addition of these locations provides a geographic connection between
our Indiana and Illinois banking centers."
As a result of the closing of the merger, Union Federal has changed its name to
MainSource Bank - Crawfordsville. New signs as well as the MainSource logo will
be prominently displayed at each location as well as in all future advertising.
Alan Grimble, former CEO of Union Federal, will continue to serve as Chairman,
President and CEO of MainSource Bank - Crawfordsville. In addition, Lee Walden,
the former CFO of Union Federal will also continue to serve as CFO for the newly
named bank.
Mr. Grimble stated, "We are excited to become a part of the MainSource family.
We believe that the MainSource community banking philosophy will be well
received by Union Federal customers and employees. As part of the MainSource
Bank network we will be able to offer our customers and local community
additional products and services. Given the challenges of being a small public
company in today's environment, I believe that this transaction is an excellent
opportunity for our shareholders."
Shareholders of Union Community Bancorp at the time of the merger were entitled
to elect to receive either 1.4791 shares of MainSource common stock or $27.33 in
cash for each share of Union Community Bancorp stock owned by them. The Merger
consideration tabulation and calculation process for election forms submitted to
the exchange agent by shareholders of Union Community is substantially complete,
and the allocation of Union Community shares for which no election form has been
submitted is anticipated to be completed in the week following the merger. Based
on the election forms submitted to the exchange agent, it has been preliminarily
determined that all Union Community shareholders electing to receive cash shall
receive cash, and all Union Community shareholders electing to receive shares of
common stock of MainSource Financial Group will receive stock. For those shares
for which no election form has been submitted, the majority of those shares will
be exchanged for shares of MainSource common stock in accordance with the terms
of the merger agreement. Fractional shares of MainSource common stock will not
be issued in the merger. Rather, shareholders of Union Community will receive
cash in the amount of $18.48 multiplied times the fractional share of MainSource
common stock to which they would otherwise have been entitled.
The exchange agent expects to mail MainSource common stock and cash in exchange
for common stock of Union Community in accordance with the terms of the Merger
Agreement within the next few days to shareholders of Union Community who have
completed proper election forms and delivered their certificates for Union
Community common stock to the exchange agent. Those remaining shareholders of
Union Community who have not submitted proper election forms or delivered their
stock certificates for Union Community common stock to the exchange agent will
be automatically determined as eligible to receive cash or MainSource common
stock. Such cash or MainSource common stock will be held by the exchange agent
or MainSource until such shareholders of Union Community submit their Union
Community certificates to the exchange agent or MainSource. The exchange agent
will be mailing a letter of transmittal in the coming weeks to all non-electing
shareholders for those shareholders to surrender their Union Community
certificates for exchange. Any questions regarding the exchange or tabulation
process should be directed to the exchange agent, Computershare Trust Company of
New York, at 1-800-245-7630.
MainSource will issue 1,577,386 shares of common stock in the aggregate and pay
approximately $23,846,850 in cash to the former shareholders of Union Community
in the merger. In addition, options to acquire an aggregate of 262,175 shares of
Union Community common stock will be cashed out for an aggregate consideration
of $2,974,891.50.
MainSource Financial Group, Inc., headquartered in Greensburg, Indiana, is
listed on the NASDAQ National Market (under the symbol:"MSFG") and is a
community-focused, financial holding company with assets following the merger of
approximately $1.9 billion. The Company operates 60 offices in 27 Indiana
counties and six offices in three Illinois counties through its three banking
subsidiaries, MainSource Bank, Greensburg, Indiana and MainSource Bank of
Illinois, Kankakee, Illinois and MainSource Bank - Crawfordsville,
Crawfordsville, Indiana. Through its non-banking subsidiaries, MainSource
Insurance LLC, MainSource Title LLC, and MainSource Mortgage LLC, the Company
and its banking subsidiaries provide various related financial services.
Forward-Looking Statements
Except for historical information contained herein, the discussion in this press
release may include certain forward-looking statements based upon management
expectations. Factors which could cause future results to differ from these
expectations include the following: general economic conditions; legislative and
regulatory initiatives; monetary and fiscal policies of the federal government;
deposit flows; the costs of funds; general market rates of interest; interest
rates on competing investments; demand for loan products; demand for financial
services; changes in accounting policies or guidelines; and changes in the
quality or composition of the Company's loan and investment portfolios, the
timing of the closing of the transaction, the timing and success of integration
efforts once the transaction is complete, MainSource's expectations or ability
to realize success with the affiliation with Union Community Bancorp the impact
of this transaction, if successful, on MainSource's business.
The forward-looking statements included in the press release relating to certain
matters involve risks and uncertainties, including anticipated financial
performance, business prospects, and other similar matters, which reflect
management's best judgment based on factors currently known. Actual results and
experience could differ materially from the anticipated results or other
expectations expressed in the Company's forward-looking statements as a result
of a number of factors, including but not limited to, those discussed in the
press release.
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MainSource Financial Group, 201 N. Broadway, P.O. Box 87, Greensburg, IN 47240