German American completes merger with Citizens Union Bancorp

JASPER, Ind. — German American Bancorp, Inc. said it has completed its merger with Citizens Union Bancorp of Shelbyville, Inc., the parent company of Citizens Union Bank of Shelbyville, Inc. of Shelbyville, Kentucky. Immediately following completion of the holding company transaction, Citizens Union Bank merged with and into German American’s banking subsidiary, German American Bank.

Each Citizens Union common shareholder of record at closing is entitled to receive a 0.7739 share of German American common stock and a cash payment of $13.44 for each of their former shares of Citizens Union common stock, subject to their surrender of the old Citizens Union shares to the exchange agent designated by German American. Instructions and forms to accomplish that surrender and exchange process are being mailed by the exchange agent to each of Citizens Union’s shareholders of record as of closing.

D. Neil Dauby, president and CEO of German American, stated, “We are delighted to welcome Citizens Union’s customers, employees and shareholders to German American. This merger with Citizens Union represents the next step in German American’s strategic vision to expand our community-focused, customer-centric business model throughout the Commonwealth of Kentucky. This combination of German American’s existing operations in the greater Louisville, Kentucky market area with that of Citizens Union’s strong community banking franchise will result in tripling our market share to approximately 2.5% for an overall top-10 market share position. It increases German American’s deposit market share rank to #4 of banks with less than $20 billion in assets. We are excited to expand in this very vibrant and growing market and believe we are positioned extremely well to provide our extensive offerings of banking, insurance, and investment products and services to Citizens Union’s current and prospective clients.”

David Bowling, CEO of Citizens Union, and Darryl Traylor, president of Citizens Union, will assume regional roles in a senior advisory capacity as regional chairman and vice chairman

“This partnership with German American will enable us to deepen and broaden the financial services we provide in each of our markets, materially increase our lending limits and will provide great opportunity for both our customers and employees. Citizens Union is well aligned with German American both culturally and strategically, and through this partnership, German American is gaining a significant presence in the greater Louisville, Kentucky market area,” Bowling said.

Piper Sandler & Co. served as financial advisor on the transaction to German American and Dentons Bingham Greenebaum LLP served as legal counsel.

ProBank Austin served as financial advisor on the transaction to Citizens Union and Frost Brown Todd LLC served as its legal counsel.

German American Bancorp, Inc., is a Nasdaq-traded financial holding company based in Jasper, with locations in Columbus.

Following the merger, German American, through its banking subsidiary German American Bank, will operate 79 banking offices in 19 southern Indiana counties and in 14 counties in Kentucky. The combined German American/Citizens Union operations reported total assets of approximately $6.6 billion, total loans of approximately $3.7 billion, and total deposits of approximately $5.5 billion.