German American Bancorp has completed its previously announced all-stock merger deal worth $330.2m with Heartland BancCorp, the parent company of Heartland Bank.
Following the closing of the holding company transaction, Heartland Bank has been merged into German American’s banking subsidiary, German American Bank.
Under the terms of the merger agreement, which was originally signed in July 2024, each Heartland BancCorp shareholder is entitled to be issued 3.9 shares of German American common stock for each share of Heartland BancCorp common stock.
Beneficial owners of Heartland BancCorp shares held in the Heartland 401(k) Plan will receive a cash payment of $161.19 per share, based on the exchange ratio and German American’s closing stock price on 31 January 2025.
Additionally, outstanding stock options to acquire Heartland Bancorp common shares at the time of closing have been cancelled in exchange for a cash payment. This payment is calculated as $39.64 per share.
German American chairman and CEO Neil Dauby said: “We expect this strategic transaction will be accretive to German American’s earnings per share during the twelve months following completion of the transaction with a relatively quick tangible book value earn back period.”
Following the merger, the combined organisation will operate a network of 94 community branches across Indiana, Kentucky, and Ohio. As of 31 December 2024, the combined entity would have had approximately $8.3bn in total assets.
Several members of Heartland Bancorp’s executive and senior management teams will remain with the organisation, serving in regional management roles.
They will oversee local leadership and decision-making while Heartland Bancorp’s banking and wealth management teams continue to serve customers and businesses across the Greater Columbus and Cincinnati areas.
Heartland Bancorp chairman, president, and CEO Scott McComb said: “This strategic partnership with a like-minded, larger community bank will enable us to continue our strong brand and growth trajectory within the markets we serve.
“It will also allow us to deepen and broaden our current and prospective customer relationships with enhanced financial service offerings.”
Financial advisory services for German American were provided by Keefe, Bruyette & Woods with legal counsel from Dentons Bingham Greenebaum.
Heartland BancCorp was advised by Raymond James & Associates with legal counsel from Hunton Andrews Kurth.
