Filed by Old National Bancorp
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Tower Financial Corporation
Commission File No.: 000-25287
Set forth below are slides from an investor presentation given on September 10, 2013 by Old National Bancorp regarding the proposed merger transaction between Old National Bancorp and Tower Financial Corporation.
Old
National Bancorp To Acquire Tower Financial Corporation
Combination of Two Banks
Focused on Making Indiana
Great!
September 10, 2013 |
Lynell
Walton Investor Relations
Old National Bancorp |
3
Additional Information for Shareholders
In connection with the proposed merger, Old National Bancorp will file with the Securities
and Exchange Commission (SEC) a Registration Statement on Form S-4 that will
include a Proxy Statement of Tower Financial Corporation and a Prospectus of Old
National Bancorp, as well as other relevant documents concerning the proposed
transaction. Shareholders are urged to read the Registration Statement and the
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 Bancorp and Tower Financial Corporation, may be obtained at the
SECs Internet site (http://www.sec.gov). You will also be able to obtain these
documents, free of charge, from Old National Bancorp at www.oldnational.com under
the tab Investor Relations and then under the heading Financial
Information or from Tower Financial Corporation by accessing Tower Financial Corporations
website at www.towerbank.net under the tab Investor Relations and then under
the heading SEC Filings.
Old National Bancorp and Tower Financial Corporation and certain of their directors and
executive officers may be deemed to be participants in the solicitation of proxies
from the shareholders of Tower Financial Corporation in connection with the
proposed merger. Information about the directors and executive officers of Old
National Bancorp is set forth in the proxy statement for Old Nationals 2013 annual meeting of
shareholders, as filed with the SEC on a Schedule 14A on March 15, 2013. Information
about the directors and executive officers of Tower Financial Corporation is set
forth in the proxy statement for Tower Financial Corporations 2013 annual
meeting of shareholders, as filed with the SEC on a Schedule 14A on March 28,
2013. 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. |
4
Disclosures
Forward Looking Statements
Non-GAAP Financial Measures
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 ONBs and TFCs 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
the proposed merger. 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 proposed merger 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
proposed merger might not be obtained; market, economic, operational, liquidity, credit
and interest rate risks associated with ONBs and TFCs 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 ONB and TFC to execute their respective business plans
(including the proposed acquisition of TFC) and satisfy the items addressed
in ONBs Consent Order with the Office of the Comptroller of the Currency;
changes in the economy which could materially impact credit quality trends and the
ability to generate loans and gather deposits; failure or circumvention of either ONBs or TFCs 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 ONBs and TFCs Annual Reports on Form 10-K and other periodic
filings with the Securities and Exchange Commission. These forward-looking
statements are made only as of the date of this presentation, and neither ONB nor
TFC undertakes an obligation to release revisions to these forward-looking statements to reflect events or conditions after the date of this presentation.
These slides contain non-GAAP financial measures. For purposes of Regulation G, a
non-GAAP financial measure is a numerical measure of the registrant's
historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the
effect of excluding amounts, that are included in the most directly comparable measure
calculated and presented in accordance with GAAP in the statement of income,
balance sheet or statement of cash flows (or equivalent statements) of the issuer; or includes amounts, or is subject to
adjustments that have the effect of including amounts, that are excluded from the most
directly comparable measure so calculated and presented. In this
regard, GAAP refers to generally accepted accounting principles in the United States. Pursuant to the requirements of Regulation G, Old National
Bancorp has provided reconciliations within the slides, as necessary, of the non-GAAP
financial measure to the most directly comparable GAAP financial measure. |
5
Transforming Old Nationals Landscape
2004
2013 |
6
Transforming Old Nationals Landscape
Returned to
community
bank model
2004
2005
Sold non-
strategic
market
Clarksville, TN
5 branches
2006
Sold non-
strategic
market
OFallon, IL
1 branch
2007
2008
2009
2010
2011
2012
2013
Acquired St.
Joseph Capital
entry into
Northern IN
market
February, 2007
Acquired 65
Charter One
branches
throughout
Indiana
March, 2009
Acquired Monroe
Bancorp
Enhanced
Bloomington, IN
presence
January, 2011
Acquired IN
Community
Entry into
Columbus, IN
September,
2012
FDIC-assisted
acquisition of
Integra Bank
July, 2011
Sold non-
strategic
market
Chicago-
area -
4 branches
Consolidation
of 21 branches
Acquired 24
BofA branches
May, 2013
Consolidation
of 2 branches
Consolidation
of 8 branches
Consolidation
of 1 branch
Consolidation
of 10 branches
Consolidation
of 12 branches
Consolidation
of 44 branches
Consolidation
of 5 branches
Sold 9
branches
+ 3 Pending
Consolidation
of 18 branches
+ 4 Pending
175 Purchased + 7 Pending
19 Sold + 3 Pending
121 Consolidations + 4 Pending
Pending
acquisition of
Tower
Financial |
7
ONB to Acquire Tower Financial
Strategic fill-in of Ft. Wayne Market
2 largest city in Indiana
Old National Bancorp
Tower Financial Corporation
Tower Financial Corporation¹
NASDAQ: TOFC
Largest independent bank headquartered in Ft. Wayne
7 full-service banking centers
6 in Fort Wayne and 1 in Warsaw
$680.9 million total assets
$438.6 million total loans
$619.4 million total liabilities
$581.6 million total deposits
$523.3 million trust assets and over 50,000 HSA accounts
Map as of September 10, 2013 per SNL Financial
1
Data as of June 30, 2013, per SNL Financial
nd |
Bob
Jones CEO
Old National Bancorp |
9
ONB to Acquire TOFC
Compelling
Strategic
Rationale
Strengthen ONBs objective of being Indianas bank by continuing to
develop the Northern Indiana region
Adds
7
full
service
branches
-
$581.6
million
in
deposits
and
$438.6
million
in
loans
Adds attractive fee businesses with $523.3 in trust assets under management +
50,000 HSA accounts
Financially
Attractive
Allows Old National to deploy excess capital in an attractive manner
71% stock / 29% cash deal
Expected
EPS
accretion
of
$.08
to
$.10
per
share
in
first
full
year,
excluding
acquisition charges
Exceeds internal IRR hurdle
Expected operating efficiencies of 35%
Able to remain under $10 billion Durbin threshold
Low Risk
Opportunity
Comprehensive due diligence completed
Core competency in integration/conversion processes
Retention of key management members
Complementary customer base and business mix
Long-term relationship with Tower management and board
Financial data as of June 30, 2013, per SNL Financial
Consideration
of
1.20x
shares¹
of
ONB
stock
and
$6.75
in
cash
(fixed)
for
each
share
of
TOFC
stock
Implied Transaction value of $107.7 million assuming ONB price of $13.52 (as of
September 5, 2013) 1
As provided in the merger agreement, the exchange ratio is subject to adjustment
(calculated prior to closing) in the event shareholders
equity of Tower Financial Corporation is below a specified amount
|
10
Attractive Ft. Wayne, Indiana Market
Allen County population of 360,412
Ft. Wayne population of 254,555
Median HH Income 2012
$45,368
$45,145
$46,817
$50,157
$44,000
$46,000
$48,000
$50,000
$52,000
Ft. Wayne
MSA
Indiana
National
Current
ONB
Projected HH Income Change
2012-2017
17.5%
17.9%
16.2%
13.4%
12%
14%
16%
18%
Ft. Wayne
MSA
Indiana
National
Current
ONB
July 2013 Unemployment
8.4%
8.6%
7.4%
6%
7%
8%
9%
Allen County
Indiana
National
HH income data per SNL Financial
Unemployment data per Indiana Department of Workforce Development and Bureau of Labor
Statistics Population data per STATS Indiana
Major Employers
Ft. Wayne
Parkview Health Systems
4,710
Lutheran Health Network
4,301
Ft. Wayne Community Schools
4,230
General Motors
3,880 |
11
Attractive Warsaw, Indiana Market
Kosciusko County population of 77,609
Warsaw population of 13,815
Median HH Income 2012
$45,368
$45,145
$48,048
$50,157
$44,000
$46,000
$48,000
$50,000
$52,000
Warsaw
Indiana
National
Current
ONB
Projected HH Income Change
2012-2017
17.5%
17.9%
10.4%
13.4%
10%
12%
14%
16%
18%
Warsaw
Indiana
National
Current
ONB
July 2013 Unemployment
7.4%
6.9%
8.4%
6%
7%
8%
9%
Kosciusko
County
Indiana
National
HH income data per SNL Financial
Unemployment data per Indiana Department of Workforce Development and Bureau of Labor
Statistics Population data per STATS Indiana
Major Employers
Warsaw
Zimmer
2,800
Biomet
1,610
Warsaw Community Schools
1,238
DePuy
1,100
The Orthopedic Capital of the World®
Headquarters location for three of the worlds five largest
orthopedic medical device companies |
12
ONB to Acquire TOFC
Highlights
Transaction
Due Diligence
Financial Impact
Loans
Capital
Closing
Consideration: 1.20x shares¹
of ONB and $6.75 in cash (fixed) for each share of TOFC
Assumes 5.6 million shares of ONB common stock issued
Deal value = $107.7 million at ONB price of $13.52 (Sept. 5 closing price)
Price / LTM earnings per share of 15.8x
Price to tangible book of 171%
Comprehensive review of all operations and business lines
Extensive credit review
Obtained in-depth look at culture
Expected
to
be
immediately
accretive
to
EPS
in
2014,
excluding
acquisition
charges
of
approximately $11.5 million
Expected EPS accretion $.08 to $.10 per share in first full year, excluding acquisition
charges
No revenue synergies assumed in model
Expected cost saves of over 35%, phased in 50% in 2014 and 100% thereafter
Exceeds internal IRR hurdle
Expected to create goodwill of approximately $80.8 million
No additional capital raise needed
Transaction anticipated to close 1Q14, subject to regulatory and TOFC shareholder
approval and other customary closing conditions
Loan credit
mark
estimated
at
$46.1
million,
or
10.2%
of
total
gross
loans
Loan interest rate mark estimated at $17.3 million
1
As provided in the merger agreement, the exchange ratio is subject to adjustment
(calculated prior to closing) in the event shareholders
equity of Tower Financial Corporation is below a specified amount
|
13
Pro Forma Capital Ratios
ONB Projected
6-30-2013¹
at Closing²
Peer
Group
Average
6-30-2013³
Tangible Common Equity/Tangible Assets
8.65%
8.07%
8.12%
Tangible Common Equity/Risk Weighted Assets
14.23%
13.17%
11.26%
Tier 1 Risk-Based Capital
14.4%
13.3%
13.1%
Total Risk-Based Capital
15.4%
14.2%
14.5%
Tier 1 Leverage Ratio
8.80%
8.17%
9.49%
Tangible Book Value Per Share
$7.96
$7.68
1
See Appendix for Non GAAP Reconciliation
3
See Appendix for definition of ONBs Peer Group
2
Assumes ONB actual ratios at June 30, 2013, plus First Call Street estimates,
continuation of $.10 quarterly cash dividend, estimated intangibles of
$21 million from July 12, 2013 Bank of America branch purchase and 100% of
acquisition charges incurred at closing |
14
Purchased Impaired Loan Accretion
$31.8
$22.0
Actual mark
12.6% of
gross loans
Actual mark
14.5% of
gross loans
Strong credit work out and improved economy have
resulted in positive change in accretion income. |
15
Tangible Common Book Value
1
Acquired Monroe
Bancorp 1-1-11
FDIC
acquisition of
Integra Bank
7-29-11
1
Non-GAAP financial measure management believes is useful in evaluating the
financial results of the Company see Appendix for Non-GAAP
reconciliation Acquired IN
Community
Bancorp 9-15-12
Old National Bancorp purchased 500,000 shares of ONB
stock on the open market during 2Q13 |
16
Implications of Crossing Over $10 Billion
Debit interchange rule (Durbin)
Asset size measured as of year end (December 31)
Effective July 1 of the following year
Estimated pre-tax gross impact of $8 to $12 million per
year
Can reduce assets to remain under $10 billion
threshold
Reduce investment portfolio
Sell residential mortgages
Reduce marked purchased assets |
17
Summary
ONB has a proven track record of performance
Material earnings accretion
Readily achievable cost saves identified
Revenue potential (not built into model) from Trust and HSA
accounts
Efficient use of capital
Strategic fill-in of attractive Northern Indiana markets
Last three bank deals met or exceeded expectations on
expense saves, internal rate of return, earnings per share
accretion, credit performance and tangible book value earn
back
Financially attractive |
Old
National Bancorp Thank You
Q&A |
Old
National Bancorp Appendix |
20
Balance Sheet Mix
As of June 30, 2013
Old National
Tower Financial
Pro Forma
Old National
Tower Financial
Pro Forma
Per SNL Financial/company documents |
21
Estimated Merger and Acquisition Charges
HR related expenses
$4.0
Processing and communication expense
4.0
Occupancy expense
.7
Professional fees
2.5
Marketing
.3
Total estimated merger and acquisition charges
$11.5
$ in millions |
22
ONBs M&A Strategy
Focus on community banking, client
relationships and consistent quality
earnings
Target geographic markets
Mid-sized markets within or near existing
franchise with average to above average
growth rates
In market community banks where
significant cost saves could be achieved |
23
Non-GAAP Reconciliations
(end of period balances-
$ in millions)
ONB at
6-30-2013
Projected at
Closing¹
Total Shareholders
Equity
$1,167.0
$1,282.1
Deduct: Goodwill and Intangible Assets
(364.4)
(464.2)
Tangible Common Shareholders
Equity
$802.6
$817.9
Total Assets
$9,641.1
$10,599.7
Add: Trust Overdrafts
.1
-0-
Deduct: Goodwill and Intangible Assets
(364.4)
(464.2)
Tangible Assets
$9,276.7
$10,135.5
Tangible Common Equity to Tangible Assets
8.65%
8.07%
ONB at
6-30-2013
Projected at
Closing¹
Total Shareholders
Equity
$1,167.0
$1,282.1
Deduct: Goodwill and Intangible Assets
(364.4)
(464.2)
Tangible Common Shareholders
Equity
$802.6
$817.9
Risk Adjusted Assets
$5,640.7
$6,210.8
Tangible Common Equity to Risk Weighted Assets
14.23%
13.17%
1
Assumes ONB actual ratios at June 30, 2013, plus First Call Street estimates,
continuation of $.10 quarterly cash dividend, estimated intangibles of
$21 million from July 12, 2013 Bank of America branch purchase and 100% of
acquisition charges incurred at closing
(end
of
period
balances-
$
in
millions) |
24
(end of period balances-
$ in millions)
ONB at
6-30-2013
Projected at
Closing¹
Total Shareholders
Equity
$1,167.0
$1,282.1
Deduct: Goodwill and Intangible Assets
(364.4)
(464.2)
Tangible Common Shareholders
Equity
$802.6
$817.9
Common Shares Issued and Outstanding
100.881
106.510
Tangible Book Value per Share
$7.96
$7.68
Non-GAAP Reconciliations
$ in millions
Tangible Common Equity
3/31/2013
$834.2
2Q Earnings
28.5
2Q Share Repurchase
(6.5)
2Q Dividend
(10.1)
Changes in OCI
Securities
(46.5)
Changes in OCI
Other
1.9
Changes in Goodwill & Intangibles
1.1
Tangible Common Equity
6/30/2013
$802.6
1
Assumes ONB actual ratios at June 30, 2013, plus First Call Street estimates,
continuation of $.10 quarterly cash dividend, estimated intangibles of
$21 million from July 12, 2013 Bank of America branch purchase and 100% of
acquisition charges incurred at closing |
25
ONBs Peer Group
1st Source Corporation
SRCE
Heartland Financial USA, Inc.
HTLF
BancFirst Corporation
BANF
IBERIABANK Corporation
IBKC
BancorpSouth, Inc.
BXS
MB Financial, Inc.
MBFI
Bank of Hawaii Corporation
BOH
Park National Corporation
PRK
Chemical Financial Corporation
CHFC
Pinnacle Financial Partners, Inc.
PNFP
Commerce Bancshares, Inc.
CBSH
Prosperity Bancshares, Inc.
PB
Cullen/Frost Bankers, Inc.
CFR
Renasant Corp.
RNST
F.N.B. Corporation
FNB
S&T Bancorp, Inc.
STBA
First Commonwealth Financial Corporation
FCF
Susquehanna Bancshares, Inc.
SUSQ
First Financial Bancorp.
FFBC
Trustmark Corporation
TRMK
First Interstate BancSystem, Inc.
FIBK
UMB Financial Corporation
UMBF
First Merchants Corporation
FRME
United Bankshares, Inc.
UBSI
First Midwest Bancorp, Inc.
FMBI
Valley National Bancorp
VLY
FirstMerit Corporation
FMER
WesBanco, Inc.
WSBC
Fulton Financial
FULT
Wintrust Financial Corporation
WTFC
Glacier Bancorp, Inc.
GBCI
Like-size, publicly-traded financial services companies, generally in the
Midwest, serving comparable demographics with comparable services as ONB
|