M&A - OLD NATIONAL BANCORP /IN/

Form Type: 8-K

Filing Date: 2025-05-19

Corporate Action: Merger

Type: Update

Accession Number: 000162828025026582

Filing Summary: On May 14, 2025, Old National Bancorp held its 2025 Annual Meeting of Shareholders where shareholders voted on three items related to governance and financial matters. This meeting followed the recent merger of Bremer Financial Corporation into Old National Bancorp, which led to the appointment of Daniel C. Reardon to the Board of Directors effective May 1, 2025. The election of directors was successful, with nominees receiving significant support. Furthermore, an advisory proposal regarding executive compensation was approved and the appointment of Deloitte & Touche LLP as the independent public accounting firm for the fiscal year 2025 was ratified.

Form Type: SCHEDULE 13D

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000206472625000001

Filing Summary: On May 1, 2025, pursuant to the Agreement and Plan of Merger dated November 25, 2024, Old National Bancorp merged with Bremer Financial Corporation and its subsidiary ONB Merger Sub, Inc. in a two-step merger process. The initial step involved ONB Merger Sub merging into Bremer, with Bremer becoming a wholly-owned subsidiary of Old National. This was followed immediately by Bremer merging into Old National, resulting in Old National as the surviving entity. In the merger, Otto Bremer Trust exchanged its 240,000 shares of Class A common stock of Bremer and 10,075,000 shares of Class B common stock for 43,137,330 shares of Common Stock of Old National. Post-merger, the Trust holds approximately 11.66% of the outstanding shares of Common Stock. The Trust operates under a set of governance guidelines with three Co-CEOs, and any actions concerning the Trust's investments require a majority vote from the Trustees. Daniel C. Reardon, a Co-CEO of the Trust, was appointed to Old National's board effective May 1, 2025.

Form Type: DEF 14A

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000155837025004483

Filing Summary: The document outlines the scheduled 2025 Annual Meeting of Shareholders for Old National Bancorp, set for May 14, 2025. The Board of Directors recommends the election of 15 directors for a one-year term. Proposals include a non-binding advisory vote on executive compensation and ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2025. The notice informs shareholders of record as of March 20, 2025, about the right to vote and how to attend the virtual meeting. Furthermore, it highlights the completed merger with CapStar Financial Holdings, Inc. in April 2024 and the upcoming merger with Bremer Financial Corporation expected to finalize on May 1, 2025, reflecting a strategic expansion in the banking sector.

Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Merger

Type: Update

Accession Number: 000162828025014504

Filing Summary: On March 24, 2025, Old National Bancorp reported on the progress of its proposed acquisition of Bremer Financial Corporation. The report detailed the merger agreement made on November 25, 2024, whereby Old National will acquire Bremer through a holding company transaction. Following this, Bremer Bank will merge with Old National Bank, continuing as the surviving entity. Approvals for the transactions have been received from the Federal Reserve Bank and the Office of the Comptroller of the Currency. The shareholders of Bremer approved the merger agreement on March 7, 2025, and the transactions are anticipated to close on May 1, 2025, pending customary conditions. The document also includes a cautionary note on forward-looking statements regarding the merger and potential risks involved in the transaction.

Form Type: S-4/A

Filing Date: 2025-01-29

Corporate Action: Merger

Type: Update

Accession Number: 000110465925007256

Filing Summary: Old National Bancorp has proposed a merger with Bremer Financial Corporation, as per the Agreement and Plan of Merger dated November 25, 2024. The acquisition will involve ONB Merger Sub, a wholly-owned subsidiary of Old National, first merging with Bremer, with Bremer serving as the surviving corporation. Subsequently, Bremer will merge into Old National, making Old National the final surviving entity. Bremer shareholders will receive a combination of cash and Old National common stock for their shares. Specifically, each share of Bremer common stock will be exchanged for $26.22 in cash and 4.182 shares of Old National common stock, subject to adjustments for fractional shares. Completion of these mergers depends on shareholder approval at a special meeting scheduled for March 7, 2025, as well as regulatory approvals from relevant authorities including the Federal Reserve and the Office of the Comptroller of the Currency. The meeting will address both the merger proposal and possible adjournment if necessary. Notably, as of the record date, the Otto Bremer Trust and Bremer directors hold a significant majority of Bremer's voting shares and have agreed to vote in favor of the merger.

Form Type: S-4

Filing Date: 2025-01-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925003488

Filing Summary: On November 25, 2024, Old National Bancorp entered into an Agreement and Plan of Merger with Bremer Financial Corporation and ONB Merger Sub, Inc., which will result in a multi-step merger. Initially, ONB Merger Sub will merge with Bremer, making Bremer a wholly-owned subsidiary of Old National. This will be followed by Bremer merging into Old National, with Old National surviving. Subsequently, Bremer Bank will merge into Old National Bank. Bremer shareholders will receive a combination of cash and Old National common stock for their shares. Specifically, they will receive $26.22 per share in cash and 4.182 shares of Old National common stock for each share of Bremer common stock they own. The agreements include voting commitments from significant shareholders supporting the merger, which requires the approval of the majority of Bremer shareholder votes to proceed. The merger is subject to various regulatory approvals and other conditions as detailed in the merger agreement.