Old Nat Continues Midwest Push

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The chief executive officer of Evansville-based Old National Bancorp (Nasdaq: ONB) says another acquisition represents a continued focus on growth in the Midwest. Bob Jones says a $173 million agreement to acquire United Bancorp Inc. significantly expands the Indiana bank's presence in southern Michigan. Within the last year, Old National has also announced deals for Fort Wayne-based Tower Financial Corp. and two dozen Bank of America branches, many of which are located in Michigan. The deal is expected to close in the second quarter of this year.

Jones tells Inside INdiana Business Old National is looking to grow in other markets in Indiana as well as the Louisville metro area.

You can view Old National's filing with the U.S. Securities and Exchange Commission by clicking here.

January 8, 2014

News Release

EVANSVILLE, Ind. and ANN ARBOR, Mich. - Evansville-based Old National Bancorp (NASDAQ: ONB) ("Old National") and Ann Arbor-based United Bancorp, Inc. (OTCQB: UBMI) ("United"), jointly announced today the execution of a definitive agreement under which Old National will partner with United through a stock and cash merger.

With nearly $919 million in total assets, an additional $869 million in wealth management assets under management, and a $963 million loan servicing portfolio, United is a bank holding company with United Bank & Trust as its wholly-owned subsidiary. United Bank & Trust currently operates 18 full-service banking centers spanning four Southern Michigan counties. Combined with Old National's 18 current Michigan branches, this partnership will double Old National's Michigan presence to 36 total branches.

Founded in Evansville in 1834, with $9.7 billion in assets and nearly 170 branches, Old National is the largest financial services holding company headquartered in Indiana and the fourth largest deposit holder in the Hoosier state. Old National Bank also has branches in Southern Illinois, Western Kentucky and Louisville.

"We are incredibly excited about this partnership, which introduces Old National to the vibrant community of Ann Arbor and significantly expands our presence throughout Southern Michigan," said Old National President & CEO Bob Jones. "United Bank & Trust has earned a reputation for exceptional, highly individualized client service, which is a testament to the strong leadership team in place. Todd Clark, United Bank & Trust's President, will join our team and lead our expansion in Michigan as Regional President. We couldn't be more thrilled about the growth opportunities this partnership provides, and we look forward to earning the continued loyalty and business of United Bank & Trust clients."

"The United Board and Management Team believe the partnership with Old National will deliver significant value for our shareholders and give them the opportunity to realize additional value in the future as a shareholder of Old National," commented United CEO Bob Chapman.

"We are very excited about the long-lasting synergies that will be generated through this partnership between our very client-centric organizations," said United President Todd Clark. "Our cultures, core values, strategies and "Solutions Together" approaches align very well, and we are both committed to every community we serve. We are convinced this partnership will greatly benefit our shareholders, co-workers, clients and communities over the long run and look forward to joining the tremendous team of dedicated professionals at Old National."

In celebration of this partnership, Old National and United announced their intention to collectively donate an additional $20,000 to United Way organizations throughout United's markets.

Under the terms of the merger agreement, which was unanimously approved by the boards of both companies, shareholders of United will receive .70 shares of Old National common stock and $2.66 in cash for each share of United common stock. Based upon the January 6, 2014, closing price of $15.02 per share of Old National common stock, the transaction is valued at approximately $13.17 per share of United common stock, or approximately $173.1 million. The transaction value is likely to change due to fluctuations in the price of Old National common stock. The exchange ratio is also subject to adjustment under certain circumstances as provided in the merger agreement.

The transaction is expected to close late in the 2nd quarter of 2014. The transaction remains subject to approval by United's shareholders and approval by federal and state regulatory authorities as well as the satisfaction of other customary closing conditions provided in the merger agreement. The merger agreement also provides that United Bank & Trust will be consolidated into Old National Bank.

Old National was advised by Raymond James & Associates, Inc. and the law firm of Krieg DeVault LLP. United was advised by Sandler O'Neill + Partners, L.P. and the law firm of Warner Norcross & Judd LLP.

A closer look at the United Bank & Trust branch offices included in the partnership

Five offices are in Washtenaw County, Mich.:

Ann Arbor (2 locations including the corporate headquarters)




One office is in Livingston County, Mich.:


A total of 10 offices are located in Lenawee County, Mich.:

Adrian (3 locations)




Manitou Beach


Tecumseh (2 locations)

Two offices are in Monroe County, Mich.:



About Old National

Old National Bancorp (NASDAQ: ONB) is the largest financial services holding company headquartered in Indiana. With $9.7 billion in assets, it ranks among the top 100 banking companies in the United States. Since its founding in Evansville, Ind., in 1834, Old National Bank has focused on community banking by building long-term, highly valued partnerships with its clients. Today, Old National's footprint includes Indiana, Western Kentucky and Louisville, Southern Illinois and Southwestern Michigan. In addition to providing extensive services in retail and commercial banking, wealth management, investments and brokerage, Old National owns Old National Insurance, one of the 100 largest brokers in the nation. For more information and financial data, please visit Investor Relations at oldnational.com.

About United

United Bancorp, Inc. is a community-based financial services company located in Washtenaw, Lenawee, Livingston and Monroe Counties in Michigan. United Bank & Trust is the Company's only subsidiary, and the Bank provides financial solutions to its clients based on their unique circumstances and needs, through a line of business delivery system that includes banking, mortgage, structured finance and wealth management. For more information, visit the Company's website at www.ubat.com.

Conference Call

Old National will hold a conference call at 9:15 a.m. Central Time on January 8, 2014, to discuss the announced partnership with United. The live audio web cast of the call, along with the corresponding presentation slides, will be available on Old National's Investor Relations web page at oldnational.com and will be archived there for 12 months. A replay of the call will also be available from 7:00 a.m. Central Time on January 9 through midnight January 23. To access the replay, dial 1-855-859-2056, conference code 31075438.

Additional Information for Shareholders

Communications in this document 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 will file with the Securities and Exchange Commission (SEC) a Registration Statement on Form S-4 that will include a Proxy Statement of