M&A - GERMAN AMERICAN BANCORP, INC.

Form Type: 8-K/A

Filing Date: 2025-04-16

Corporate Action: Merger

Type: Update

Accession Number: 000110465925035492

Filing Summary: This Form 8-K/A is filed by German American Bancorp, Inc. to amend a previous report regarding the merger of Heartland BancCorp into the Company, effective February 1, 2025. The filing provides the required financial statements and pro forma financial information that were not included in the original report. It includes the audited financial statements of Heartland for the years ending December 31, 2023 and 2022, and the unaudited financial statements for the nine months ending September 30, 2024 and 2023. Additionally, it presents the unaudited pro forma combined financial information of the Company after the merger, which incorporates the balance sheet as of September 30, 2024 and income statements for the year ending December 31, 2023 and the nine months ending September 30, 2024. The filing highlights that other parts of the original report remain unchanged.

Form Type: DEF 14A

Filing Date: 2025-03-19

Corporate Action: Merger

Type: New

Accession Number: 000110465925025554

Filing Summary: German American Bancorp, Inc. is soliciting proxies for its 2025 Annual Meeting of Shareholders scheduled for April 28, 2025. The meeting will propose the election of four directors, approval of compensation for Named Executive Officers, and appointment of Crowe LLP as independent registered public accounting firm for 2025. Key transactions highlighted include the merger with Heartland BancCorp effective February 1, 2025, which involved acquiring Heartland’s assets and shares for approximately $23.1 million in cash and 7.74 million shares of stock. The value added to the company by Heartland, with total assets of $1.97 billion, is emphasized. Additionally, disclosures include performance highlights and commitment to governance, corporate responsibility, and executive compensation policies reflecting the company’s strategic initiatives and financial health.

Form Type: 8-K/A

Filing Date: 2025-02-04

Corporate Action: Merger

Type: Update

Accession Number: 000110465925008911

Filing Summary: Amendment No. 1 on Form 8-K/A is filed to correct an error in the reporting of the cash payment amount for option holders related to the recent merger. The amendment specifically addresses the erroneous cash payment amount reported in the Original Report dated February 3, 2025. The corrected payment is based on $154.60 per share calculated by multiplying the Exchange Ratio by the volume-weighted average price of the Company's common shares over the preceding ten trading days ending January 28, 2025. Other aspects of the Original Report remain unchanged, and a corrected press release is attached as Exhibit 99.1.

Form Type: 8-K

Filing Date: 2025-02-03

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925008508

Filing Summary: On February 1, 2025, German American Bancorp, Inc. completed its acquisition of Heartland BancCorp. Under the Merger Agreement, Heartland merged with German American Bancorp, with the Company surviving the merger. Each Heartland common stock share was exchanged for 3.90 shares of German American Bancorp common stock, plus cash for fractional shares. Beneficial owners of Heartland shares in the 401(k) Plan receive $161.19 per share. Options to acquire Heartland shares were cancelled, with holders entitled to $39.64 per cancelled option. German American Bancorp will issue approximately 7.74 million shares and pay roughly $23.1 million in total. The Company also assumed obligations under Heartland’s fixed-to-floating rate subordinated notes due 2030, totaling $24.3 million. Two former Heartland executives were appointed to the Company’s Board of Directors. A press release was issued on February 1, 2025, announcing the merger closing.

Form Type: 8-K

Filing Date: 2025-01-22

Corporate Action: Merger

Type: Update

Accession Number: 000071439525000002

Filing Summary: On January 21, 2025, German American Bancorp, Inc. received the necessary approval from the Indiana Department of Financial Institutions concerning its pending merger with Heartland BancCorp. This follows an Agreement and Plan of Reorganization established on July 29, 2024, where Heartland BancCorp will merge into German American Bancorp. Alongside this merger, Heartland's subsidiary, Heartland Bank, will merge with German American Bank immediately after the main merger. The company has also secured approvals from the Federal Deposit Insurance Corporation and a waiver from the Federal Reserve Board of Governors regarding the merger. With both companies' shareholders approving the merger in special meetings on November 19, 2024, the companies anticipate the merger to be effective on February 1, 2025, dependent on customary closing conditions being satisfied.