German American Bancorp (NASDAQ: GABC) and United Commerce Bancorp (OTC: UCBN) announced today that they have entered into a definitive agreement to merge United Commerce into German American. Upon completion of the transaction, United Commerce’s subsidiary bank, United Commerce Bank, will be merged into German American’s similarly-named subsidiary bank, German American Bancorp.
Under the terms of the definitive agreement, United Commerce common shareholders will receive shares of German American common stock at an exchange ratio of .5456 to .6667 GABC shares for each UCBN share (with the exact number to be fixed at closing based on German American’s pre-closing market price) in a tax free exchange, plus a cash payment of $ 1.75 per United Commerce share. This cash payment is subject to reduction to the extent that United Commerce’s consolidated common shareholder’s equity is not at least equal to a certain level at the time of closing.
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