Business Combinations

9 Months Ended

Sep. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Business Combinations

Business Combinations

Pending Acquisition

On September 20, 2021, the Company entered into an Agreement and Plan of Reorganization with Citizens Union Bancorp of Shelbyville, Inc. ("CUB"), pursuant to which CUB agreed to be merged with and into the Company (the "Merger"). Shortly following completion of the Merger, CUB's subsidiary bank, Citizens Union Bank of Shelbyville, Inc., will be merged with and into the Company's subsidiary bank, German American Bank. CUB, based in Shelbyville, Kentucky, operates 15 retail banking offices through Citizens Union Bank of Shelbyville, Inc. in Kentucky. At June 30, 2021, CUB reported total assets of approximately $1,074,000, total loans of approximately $716,400 and total deposits of approximately $889,200.

Under terms of the definitive agreement, CUB common shareholders will receive a fixed exchange ratio of a 0.7739 share of German American common stock for each share of CUB in a tax-free exchange, and a cash payment of $13.44 per CUB share. Based on the number of CUB common shares expected to be outstanding at closing, The Company would issue approximately 2.9 million shares of its common stock, and pay approximately $49,813 cash, for all of the issued and outstanding common shares of CUB. The Company has also agreed, upon completion of the Merger, to make a cash payment in cancellation of CUB’s unexercised stock options, which payment is currently estimated to total approximately $918, if none of the outstanding options were to be exercised before closing.

Consummation of the Merger is subject to approval by federal and state banking regulatory authorities, approval by the shareholders of CUB and certain other closing conditions. Assuming such approvals are timely secured, the Company expects that the Merger will be completed in the first quarter of 2022.

This pending bank acquisition will be consistent with the Company's strategy to enhance its presence in the Louisville, Kentucky metropolitan market area. The acquisition offers the Company the opportunity to increase profitability by introducing existing products and services to the acquired customer base as well as add new customers in the expanded region.