First Merchants Corporation Announces the Completion of Merger with CNBC Bancorp
Effective March 1, 2003, First Merchants Corporation (FRME) of Muncie, Indiana successfully completed its previously announced merger with CNBC Bancorp of Columbus, Ohio. CNBC Bancorp and its wholly owned subsidiary Commerce National Bank will become the first affiliate bank headquartered in Ohio of the First Merchants Corporation family of community banks.
As part of the merger, shareholders of CNBC Bancorp will receive approximately 1,166,900 shares of First Merchants Corporation common stock and approximately $24.6 million in cash in exchange for their CNBC Bancorp common shares. Shareholders of CNBC Bancorp were offered the opportunity to elect to receive 1.01 shares of First Merchants common stock or $29.57 in cash for each CNBC common share owned by them. Due to an oversubscription for cash, certain of the cash elections made by CNBC Bancorp shareholders will be converted into elections to receive stock. Such conversion will be effected in accordance with the terms of the definitive merger agreement between First Merchants and CNBC Bancorp.
Commerce National Bank will continue to be operated as a separate entity with its own charter and board of directors. Thomas D. McAuliffe Founder and President of CNBC Bancorp will join the First Merchants Corporation board of directors.
CNBC Bancorp is the holding company for Commerce National Bank and CNBC Retirement Services. Founded in 1991 to serve the banking needs of privately owned businesses and their owners, Commerce National Bank has grown to over $320 million in total assets with earnings in 2002 of $3,208,000. Known as the "bank for business", Commerce National has developed a very efficient business model based on delivering a high degree of service to privately owned businesses utilizing technology and a mobile branch system, while still providing the high-touch service most business owners prefer.
Tom McAuliffe said, "We are pleased that this merger received overwhelming approval at our special shareholders meeting of February 21, 2003. Sharing credit overlines of our valued customers within the First Merchants family will effectively increase our lending capacities. In addition, the ability to take trust and employee benefit management services to our customer base through Merchants Trust Company will prove to be a significant broadening of our services. To support our increasing growth capacity, we now have the capital resources, lending capacity, and related financial services to capture a greater share of our served market."
Michael L. Cox, President and Chief Executive Officer of First Merchants Corporation said, "Commerce National has an attractive business model that works. By implementing this model with an extraordinary staff of bankers, they have accomplished an enviable record of growth over the past ten years. This merger will allow First Merchants Corporation to serve the vibrant Franklin County market in Central Ohio. We believe that our assimilation of this merger will progress smoothly over the next several months, and Commerce National will become a leader among our family of ten individually chartered community banks. Tom McAuliffe and his staff manage for performance and will provide additional growth momentum for our corporation."
First Merchants Corporation is a financial holding company headquartered in Muncie, Indiana. Along with Commerce National Bank, its other subsidiaries include First Merchants Bank in Delaware and Hamilton Counties, Lafayette Bank and Trust Company in Tippecanoe, White, Carroll, and Jasper Counties, Madison Community Bank in Madison County, First United Bank in Henry County, Union County National Bank (with offices in Union, Fayette, Wayne, and Butler (OH) Counties), The Randolph County Bank, First National Bank of Portland in Jay County, Decatur Bank & Trust Company in Adams County, and Frances Slocum Bank (with offices in Wabash, Howard, and Miami Counties).
The Corporation also operates First Merchants Insurance Services, a full- service property casualty, personal lines, and healthcare insurance agency, headquartered in Muncie, Indiana, and is a majority member of Indiana Title Insurance Company, LLC, a title insurance agency. It is also the owner of Merchants Trust Company, National Association headquartered in Muncie, Indiana with offices in Portland, Lafayette, and Indianapolis, specializing in personal trust, employee benefit management, and investment services to customers with aggregate assets under management of $1.4 billion.
First Merchants Corporation's common stock is traded over-the-counter on the Nasdaq National Market System under the symbol FRME and is rated A+ by Standard & Poor's Corporation. Quotations are carried in daily newspapers and can be found on the company's Internet web page ( http://www.firstmerchants.com ). Ten brokerage firms make a market in First Merchants Corporation stock: First Tennessee Securities; Herzog, Heine, Geduld, LLC; Howe Barnes Investments, Inc.; Keefe, Bruyette & Woods, Inc.; Knight Securities, L.P.; NatCity Investments, Inc.; RBC Capital Markets; Sandler O'Neill & Partners; Spear, Leeds & Kellog; and Stifel, Nicolaus & Co.
Questions may be directed to:
Mr. Brian Edwards
Vice President of Shareholder Relations
First Merchants Corporation
200 East Jackson Street
Muncie, Indiana 47305-2814
Telephone: 765-741-7278
CONTACT:
Mark K. Hardwick, First Merchants Corporation
765-751-1857
mhardwick@firstmerchants.com