Filed by Old National Bancorp
Pursuant to Rule 425 under
the Securities Act of 1933
Subject Company:Old National
Bancorp - Permanent Bancorp, Inc.
Commission File No. 0-10888
SUBJECT: OLD NATIONAL BANCORP, INC. AND PERMANENT BANCORP, INC.
PROVIDE FURTHER DETAILS ON EXCHANGE RATIO FOR
ACQUISITION ANNOUNCED DECEMBER 20, 1999.
RELEASE DATE: February 1, 2000
FOR FURTHER INFORMATION CALL: John Poelker - 812-464-1266
Executive Vice President
Chief Financial Officer
On December 20, 1999, Old National Bancorp, Inc. (NASDAQ: OLDB)
and Permanent Bancorp, Inc. (NASDAQ: PERM) announced an agreement
under which Old National would acquire Permanent in an all stock
transaction valued at approximately $92 million.
The agreement calls for a fixed price with the exchange ratio to
be based on the price of Old National stock at the time of the
closing subject to adjustment. The agreement provides for
adjustments in the exchange ratio and the renegotiation of the
agreement under certain conditions. The following is a
description of the provisions of the agreement related to the
exchange ratio. Old National share prices have been adjusted to
reflect the 5% stock dividend payable to shareholders of record
January 6, 2000.
The assumed number of Permanent shares and vested options to
be exchanged in the transaction is approximately 4,432,742. At a
total purchase price of $92 million, this equates to a projected
price per Permanent share/option of approximately $20.75.
If the share price of Old National at the time of closing is
between $26.60 and $34.20, the number of shares of Old National
stock payable to Permanent shareholders would be derived by
dividing $92 million by the Old National share price. Assuming
the $20.75 value above, the exchange ratio per Permanent share
would range between a low of .6069 shares of Old National at an
Old National price of $34.20 to a high of .7802 shares at an Old
National price of $26.60.
If the share price of Old National is less than $26.60, the
exchange ratio will be fixed at .7802 and the value of the
transaction will be less than $92 million. However, if the share
price of Old National is less than $24.70, Permanent may
terminate the agreement if Old National elects not to increase
the transaction value to $85.4 million.
If the share price of Old National is greater than
$34.20, the exchange ratio will be fixed at .6069 and the value
of the transaction will be greater than $92 million. If the
share price of Old National is greater than $36.10, Old National
may request to renegotiate the exchange ratio and if the parties
are unable to agree to a new exchange ratio, Old National may
terminate the agreement.
The value of the transaction may increase by up to
approximately $l.5 million depending upon the number of Permanent
options exchanged prior to the closing.
Old National & Permanent plan to complete the transaction in the
third quarter of 2000 pending all regulatory and shareholder
approvals.
Investors are urged to read the important information regarding
the transaction which will be disclosed in a registration
statement filed by Old National with the SEC. Investors can view
the registration statement and other documents filed by Old
National and Permanent at the SEC's web site located at
http://www.sec.gov. Investors can obtain any of the documents
incorporated by reference in the registration statement free from
Old National or Permanent as the case may be.
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