Horizon Bancorp Enters Into Agreement And Plan Of Merger-Form 8-K

Wednesday, 13 Nov 2013 08:40am EST 

Horizon Bancorp reported in its Form 8-K that on November 12, 2013, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) providing for Horizon’s acquisition of SCB Bancorp, Inc., a Michigan corporation through a statutory merger. Pursuant to the Merger Agreement, SCB will merge with and into Horizon, with Horizon surviving the merger (the Merger), and Summit Community Bank, a Michigan-chartered bank and wholly owned subsidiary of SCB, will merge with and into the wholly owned bank subsidiary of Horizon, Horizon Bank, N.A. (Horizon Bank), with Horizon Bank as the surviving bank. In connection with the Merger, each SCB shareholder who holds at least 100 shares of SCB common stock will receive fixed consideration of 0.4904 shares of Horizon common stock (the Exchange Ratio) for each share of SCB common stock and $5.15 in cash. SCB shareholders holding fewer than 100 shares will receive fixed consideration of $16.35 per share in cash and will not receive any shares of Horizon common stock. Based on Horizon’s November 12, 2013 closing price of $21.43 per share as reported on the NASDAQ Global Market, the transaction value is estimated at $18.4 million. The Merger Agreement also provides for certain termination rights for both Horizon and SCB, and further provides that upon termination of the Merger Agreement under certain circumstances, SCB will be obligated to pay Horizon a termination fee of $700,000. 

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