Filed by Old National Bancorp
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: United Bancorp, Inc.
Commission File No.: 000-16640
The following excerpts relating to Old National Bancorps pending acquisition of United Bancorp, Inc. are from the slide presentation at Old National Bancorps Annual Meeting of Shareholders held on May 8, 2014.
* * *
13
Forward-Looking Statement
This presentation contains certain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements
include, but are not limited to, descriptions of Old National Bancorps
financial condition, results of operations, asset and credit quality trends
and profitability and statements about the expected timing, completion, financial
benefits and other effects of Old National Bancorps proposed merger with United
Bancorp, Inc. (United). Forward-looking statements can
be identified by the use of the words anticipate,
believe,
expect,
intend,
could
and should,
and other words of similar meaning. These
forward-looking statements express managements current expectations or
forecasts of future events and, by their nature, are subject to risks and
uncertainties and there are a number of factors that could cause actual
results to differ materially from those in such statements. Factors that might
cause such a difference include, but are not limited to: expected cost savings,
synergies and other financial benefits from the merger with Tower Financial
Corporation and proposed merger with United
might
not
be
realized
within
the
expected
time
frames
and
costs
or
difficulties
relating
to
integration matters might be greater than expected; the requisite shareholder and
regulatory approvals for the United merger might not be obtained; market,
economic, operational, liquidity, credit and interest rate risks associated
with Old National Bancorps businesses; competition; government
legislation
and
policies
(including
the
impact
of
the
Dodd-Frank
Wall
Street
Reform
and
Consumer
Protection
Act
and
its
related
regulations);
ability
of
Old
National
Bancorp
to
execute
its
business plan (including its proposed acquisition of United); changes in the economy
which could materially impact credit quality trends and the ability to
generate loans and gather deposits; failure or
circumvention
of
our
internal
controls;
failure
or
disruption
of
our
information
systems;
significant changes in accounting, tax or regulatory practices or requirements; new
legal obligations or liabilities or unfavorable resolutions of litigations;
other matters discussed in this presentation and other factors identified in
Old National Bancorps Annual Report on Form 10-K and other periodic
filings with the Securities and Exchange Commission (SEC). These forward-looking
statements are made only as of the date of this presentation, and Old National
Bancorp does not undertake an obligation to release revisions to these
forward-looking statements to reflect events or conditions after the date
of this presentation. |
Additional
Information for Shareholders of United Bancorp, Inc. Communications in this
presentation do not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. In connection with the
proposed merger, Old National has filed with the SEC a Registration
Statement on Form S-4 that includes a preliminary Proxy Statement of
United Bancorp, Inc. (United) and a preliminary Prospectus of Old
National, and each of Old National and United has filed and will file other
relevant documents concerning the proposed transaction. A definitive Proxy
Statement/Prospectus will be mailed to shareholders of United. United shareholders are urged to read
the Registration Statement and the definitive Proxy Statement/Prospectus regarding
the merger when it becomes available and any other relevant documents filed
with the SEC, as well as any amendments or supplements to those documents,
because they will contain important information. A free copy of the Proxy
Statement/Prospectus, as well as other filings containing information about Old
National and United, may be obtained at the SECs Internet site
(http://www.sec.gov). You will also be able to obtain these documents (when
available), free of charge, from Old National at www.oldnational.com under the tab Investor
Relations
and
then
under
the
heading
Financial
Information
or
from
United
by
accessing
Uniteds
website
at
www.ubat.com
under
the
tab
Investor
Relations
and
then
under
the
heading
SEC
Filings.
Old National and United and certain of their directors and executive officers may
be deemed to be participants in the solicitation of proxies from the
shareholders of United in connection with the proposed merger. Information
about the directors and executive officers of Old National is set forth in the proxy
statement for Old Nationals 2014 annual meeting of shareholders, as filed
with the SEC on a Schedule 14A on
March
14,
2014.
Information
about
the
directors
and
executive
officers
of
United
is
set
forth
in
Uniteds
Annual Report on Form 10-K, as filed with the SEC on February 28, 2014.
Additional information regarding the
interests
of
those
participants
and
other
persons
who
may
be
deemed
participants
in
the
transaction
may
be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger
when it becomes available. Free copies of this document may be obtained as
described in the preceding paragraph. 15 |
Opportunities
Grow revenue
Improve efficiency
Strategic partnerships
20 |
21
Partnerships
Bank of America Branches
Tower Financial Corporation
United Bancorp |
22
Why Partnerships?
Improve growth dynamics of the
company
Improve earnings
Improve efficiency by leveraging platform
New talent |
23
2004 vs. 2014
2004
2014 Pro-Forma
Pending United locations |