Old National Bancorp Expands Presence in Southern Michigan Through Partnership With Ann Arbor-Based United Bancorp, Inc.

Old National Bancorp Expands Presence in Southern Michigan Through Partnership 
With Ann Arbor-Based United Bancorp, Inc. 
EVANSVILLE, IN and ANN ARBOR, MI -- (Marketwired) -- 01/08/14 --  
Old National Bancorp (NASDAQ: ONB); United Bancorp, Inc. (OTCQB:
UBMI) 


 
--  Introduces Old National to vibrant Ann Arbor market and significantly
    enhances presence in Southern Michigan
--  Partnership accelerates United Bank & Trust's strategic plan for
    growth and enhances ability to serve clients
--  Adds 18 branch offices, spanning four counties, with approximately
    $806 million in deposits and $643 million of loans, doubling Old
    National's Michigan presence
--  United has a very attractive revenue mix with noninterest income
    representing approximately 38% of combined net interest income and
    noninterest income for the last five years
--  Includes an $869 million wealth management portfolio and highly
    successful SBA lending business as evidenced by United being the #3
    SBA lender in Michigan in dollars originated for the fiscal year ended
    September 30, 2013
--  Partnership to be marked by an additional $20,000 in donations to
    United Way organizations throughout United's markets

  
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 br
anches 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)
    --  Dexter
    --  Manchester
    --  Saline
--  One office is in Livingston County, Mich.:
    --  Brighton
--  A total of 10 offices are located in Lenawee County, Mich.:
    --  Adrian (3 locations)
    --  Blissfield
    --  Clinton
    --  Hudson
    --  Manitou Beach
    --  Morenci
    --  Tecumseh (2 locations)
--  Two offices are in Monroe County, Mich.:
    --  Dundee
    --  Monroe

  
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 United and a Prospectus of Old National, as well as
other relevant documents concerning the proposed transaction.
Shareholders are urged to read the Registration Statement and the
Proxy Statement/Prospectus regarding the merger when it becomes
available 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, 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 tab "About Us" then "Investor Relations"
then "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. 
Forward-Looking Statement 
This press release 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 and United's financial condition, results of operations,
asset and credit quality trends and profitability and statements
about the expected timing, completion, financial benefits and other
effects of the proposed merger. Forward-looking statements can be
identified by the use of the words "anticipate," "believe," "expect,"
"intend," "could," "should," "forward," "future," "opportunity" 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: expected
cost savings, synergies and other financial benefits from the
proposed merger might not be realized within the expected time frames
and costs or difficulties relating to integration matters might be
greater than expected; the requisite shareholder and regulatory
approvals for the proposed merger might not be obtained; market,
economic, operational, liquidity, credit and interest rate risks
associated with Old National's and United's businesses, 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 and United to execute
their respective business plans (including the proposed acquisitions
of United and Tower Financial Corporation); changes in the economy
which could materially impact credit quality trends and the ability
to generate loans and gather deposits; failure or circumvention of
either Old National's or United's internal controls; failure or
disruption of our information systems; 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 press release and other factors
identified in each 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 press
release, and neither Old National nor United undertakes an obligation
to release revisions to these forward-looking statements to reflect
events or conditions after the date of this press release. 
Old National Contacts:
Kathy A. Schoettlin
(812) 465-7269
(812) 319-2711
Media Relations 
Lynell J. Walton
(812) 464-1366
Investor Relations 
United Contact:
Robert K. Chapman
President and Chief Executive Officer
(734) 214-3801 
 
 
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