Monroe Bancorp Announces Cash Dividend and Update on Merger With Old National Bancorp
December 10 2010 - 2:30PM
Monroe Bancorp (the "Company") (Nasdaq:MROE) announced that its
Board of Directors recently declared a quarterly dividend of $0.01
per share on the Company's Common Stock. The dividend is payable on
Friday, December 31, 2010 to shareholders of record as of Friday,
December 17, 2010. This dividend is unchanged from the $0.01 per
share paid in the third quarter of 2010.
The Company also provided an update on its merger transaction
with Old National Bancorp ("Old National"). As previously
announced, under the terms of the merger agreement, if the merger
is completed shareholders of the Company will receive 1.275 shares
of Old National common stock for each share of the Company's common
stock held by them. The exchange ratio is subject to certain
adjustments if, among other things, the Company's loan
delinquencies exceed specified amounts set forth in the merger
agreement, or if the Company's consolidated shareholders' equity
(as computed in accordance with the terms of the merger agreement)
is below the amount as of June 30, 2010. If such computations
were made as of November 30, 2010, no adjustments to the exchange
ratio would be required as a result of the delinquent loans or
shareholders' equity provisions of the merger agreement. In
addition, the exchange ratio will adjust if the price of Old
National common stock as quoted on the New York Stock Exchange
("NYSE") during the ten trading days preceding the fifth calendar
day preceding the effective time of the merger exceeds $10.98 per
share. In such an event, the Company's shareholders will
receive $14.00 of Old National common stock for each share of the
Company's common stock held by them. The closing price of Old
National's common stock on December 9, 2010, as quoted on the NYSE,
was $11.20 per share. As previously disclosed, the merger is
expected to be completed on January 1, 2011, or as soon as possible
thereafter in the first quarter of 2011.
Monroe Bancorp, headquartered in Bloomington, Indiana, is an
Indiana bank holding company with Monroe Bank as its wholly owned
subsidiary. Monroe Bank was established in Bloomington in 1892 and
offers a full range of financial, trust and investment services
through its locations in Central and South Central Indiana. The
Company's common stock is traded on the NASDAQ Global Stock Market
under the symbol MROE.
The Monroe Bancorp logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=4316
Additional Information for
Shareholders
In connection with the proposed merger, Old National Bancorp
("Old National") has filed with the Securities and Exchange
Commission a Registration Statement on Form S-4 that includes a
Proxy Statement of Monroe and a Prospectus of Old National, as well
as other relevant documents concerning the proposed
transaction. Old National and Monroe have mailed the
definitive Proxy Statement/Prospectus to shareholders of Monroe
(which mailings were first made on or about November 15,
2010). Shareholders are urged to read the Registration
Statement and the Proxy Statement/Prospectus regarding the merger
and any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because they contain
important information. A free copy of the Proxy
Statement/Prospectus, as well as other filings containing
information about Old National and Monroe, may be obtained at the
SEC's Internet site (http://www.sec.gov). You will also be
able to obtain these documents, free of charge, from Old National
at www.oldnational.com under the tab "Investor Relations" and then
under the heading "Financial Information," or from Monroe by
accessing Monroe's website at www.monroebank.com under the tab
"Shareholder Relations" and then under the heading "Financial
Reports."
Old National and Monroe and certain of their directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Monroe in
connection with the proposed merger. Information about the
directors and executive officers of Old National is set forth in
the proxy statement for Old National's 2010 annual meeting of
shareholders, as filed with the SEC on Schedule 14A on
March 19, 2010. Information about the directors and executive
officers of Monroe is set forth in the proxy statement for Monroe's
2010 annual meeting of shareholders, as filed with the SEC on
Schedule 14A on March 29, 2010. 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. Free copies of this document may be obtained as
described in the preceding paragraph.
Forward-Looking Statements
This press release 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 Monroe's 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 management's
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; market,
economic, operational, liquidity, credit and interest rate risks
associated with Monroe's business, 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 Monroe to complete the proposed merger
with Old National, changes in the economy which could materially
impact credit quality trends and the ability to generate loans and
gather deposits, failure or circumvention of Monroe's 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, and other factors identified in the
Company's periodic filings with the Securities and Exchange
Commission. These forward-looking statements are made only as
of the date of this press release, and neither Monroe nor Old
National undertakes any obligation to release revisions to these
forward-looking statements to reflect events or conditions after
the date of this press release.
CONTACT: Monroe Bancorp
Mark D. Bradford, President/CEO
812-331-3455
Bradford@monroebank.com
Media Contact:
Ashley Fisher, Vice President, Marketing Director
812-353-7705
FisherA@monroebank.com
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