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GABC > SEC Filings for GABC > Form 8-K on 4-Oct-2013All Recent SEC Filings

Show all filings for GERMAN AMERICAN BANCORP, INC.



Other Events

Item 8.01 Other Events.

German American Bancorp, Inc. completed its previously announced merger transaction with United Commerce Bancorp (OTC: UCBN), the parent company of United Commerce Bank, of Bloomington, Indiana, effective October 1, 2013. United Commerce Bancorp merged into German American Bancorp, Inc. effective prior to the opening of business on October 1, 2013, followed immediately by the merger of United Commerce Bank with and into German American Bancorp, Inc.'s banking subsidiary.

Under the terms of the merger, United Commerce shareholders received a combination of approximately $12.7 million in GABC stock (approximately 502,625 shares) and $1.4 million in cash consideration representing a total transaction value of approximately $14.1 million. The basic transaction value excludes the indicated value of the approximately 4.6% interest of German American in United Commerce's outstanding stock and the approximately $640 thousand in cash payments made in cancellation of dilutive stock options and warrants.

Each United Commerce common shareholder of record at the effective time of the merger became entitled to receive (a) 0.5456 shares of German American common stock plus (b) a cash payment of $1.51 for each of their former shares of United Commerce common stock and a cash settlement for any fractional shares of German American otherwise issuable to him or her, subject to his or her surrender of the old United Commerce certificates 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 United Commerce's shareholders of record as of the effective time.

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