Horizon Bancorp (NASDAQ:HBNC) Files An 8-K Other Events
Item 8.01.
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Other Events
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On May 23, 2017, Horizon Bancorp (Horizon) and Lafayette
Community Bancorp (Lafayette) issued a joint press release
announcing the signing of a definitive merger agreement to which,
on the terms and subject to the conditions set forth therein,
Lafayette will merge with and into Horizon, with Horizon as the
surviving corporation in the merger. A copy of the joint press
release announcing the transaction is attached hereto as Exhibit
99.1 and is incorporated by reference herein.
Community Bancorp (Lafayette) issued a joint press release
announcing the signing of a definitive merger agreement to which,
on the terms and subject to the conditions set forth therein,
Lafayette will merge with and into Horizon, with Horizon as the
surviving corporation in the merger. A copy of the joint press
release announcing the transaction is attached hereto as Exhibit
99.1 and is incorporated by reference herein.
* * *
Important Additional Information and Where to Find It
In connection with the proposed merger, Horizon will file with
the Securities and Exchange Commission (SEC) a Registration
Statement on Form S-4 to register the securities that the
Lafayette shareholders will receive if the transaction is
consummated. The Registration Statement will include a Proxy
Statement of Lafayette and a Prospectus of Horizon, as well as
other relevant documents concerning the proposed transaction. The
proposed transaction will be submitted to Lafayettes shareholders
for their consideration. SHAREHOLDERS AND INVESTORS 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.
the Securities and Exchange Commission (SEC) a Registration
Statement on Form S-4 to register the securities that the
Lafayette shareholders will receive if the transaction is
consummated. The Registration Statement will include a Proxy
Statement of Lafayette and a Prospectus of Horizon, as well as
other relevant documents concerning the proposed transaction. The
proposed transaction will be submitted to Lafayettes shareholders
for their consideration. SHAREHOLDERS AND INVESTORS 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.
The proxy statement/prospectus and other relevant materials (when
they become available), and any other documents Horizon has filed
with the SEC, may be obtained free of charge at the SECs website
at www.sec.gov. In addition, investors and security holders may
obtain free copies of the documents Horizon has filed with the
SEC from Horizon at www.horizonbank.com under the tab About Us
Investor Relations Documents SEC Filings. Alternatively, these
documents, when available, can be obtained free of charge from
Horizon upon written request to Horizon Bancorp, Attention: Dona
Lucker, Shareholder Relations Officer, 515 Franklin Square,
Michigan City, Indiana 46360 or by calling (219) 874-9272. The
information available through Horizons website is not and shall
not be deemed part of this Form 8-K or incorporated by reference
into other filings Horizon makes with the SEC.
they become available), and any other documents Horizon has filed
with the SEC, may be obtained free of charge at the SECs website
at www.sec.gov. In addition, investors and security holders may
obtain free copies of the documents Horizon has filed with the
SEC from Horizon at www.horizonbank.com under the tab About Us
Investor Relations Documents SEC Filings. Alternatively, these
documents, when available, can be obtained free of charge from
Horizon upon written request to Horizon Bancorp, Attention: Dona
Lucker, Shareholder Relations Officer, 515 Franklin Square,
Michigan City, Indiana 46360 or by calling (219) 874-9272. The
information available through Horizons website is not and shall
not be deemed part of this Form 8-K or incorporated by reference
into other filings Horizon makes with the SEC.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation
of any vote or approval.
solicitation of an offer to buy any securities or a solicitation
of any vote or approval.
Horizon and Lafayette and certain of their directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Lafayette in
connection with the proposed merger. Information about the
directors and executive officers of Horizon is set forth in
Horizons Annual Report on Form 10-K filed with the SEC on
February 28, 2017, and in the proxy statement for Horizons 2017
annual meeting of shareholders, as filed with the SEC on March
17, 2017. Additional information regarding the interests of these
participants and any 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.
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Lafayette in
connection with the proposed merger. Information about the
directors and executive officers of Horizon is set forth in
Horizons Annual Report on Form 10-K filed with the SEC on
February 28, 2017, and in the proxy statement for Horizons 2017
annual meeting of shareholders, as filed with the SEC on March
17, 2017. Additional information regarding the interests of these
participants and any 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.
Forward Looking Statements
This Report on Form 8-K and the exhibits hereto may contain
forward-looking statements regarding the financial performance,
business prospects, growth and operating strategies of Horizon.
For these statements, Horizon claims the protections of the safe
harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995. Statements in this
Report on Form 8-K and the exhibits hereto should be considered
in conjunction with the other information available about
Horizon, including the information in the filings we make with
the Securities and Exchange Commission. Forward-looking
statements provide current expectations or forecasts of future
events and are not guarantees of future performance. The
forward-looking statements are based on managements expectations
and are subject to a number of risks and uncertainties. We have
tried, wherever possible, to identify such statements by using
words such as anticipate, estimate, project, intend, plan,
believe, will and similar expressions in connection with any
discussion of future operating or financial performance.
forward-looking statements regarding the financial performance,
business prospects, growth and operating strategies of Horizon.
For these statements, Horizon claims the protections of the safe
harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995. Statements in this
Report on Form 8-K and the exhibits hereto should be considered
in conjunction with the other information available about
Horizon, including the information in the filings we make with
the Securities and Exchange Commission. Forward-looking
statements provide current expectations or forecasts of future
events and are not guarantees of future performance. The
forward-looking statements are based on managements expectations
and are subject to a number of risks and uncertainties. We have
tried, wherever possible, to identify such statements by using
words such as anticipate, estimate, project, intend, plan,
believe, will and similar expressions in connection with any
discussion of future operating or financial performance.
Although management believes that the expectations reflected in
such forward-looking statements are reasonable, actual results
may differ materially from those expressed or implied in such
statements. Risks and uncertainties that could cause actual
results to differ materially include risk factors relating to the
banking industry and the other factors detailed from time to time
in Horizons reports filed with the Securities and Exchange
Commission, including those described in Horizons Annual Report
on Form 10-K. Undue reliance should not be placed on the
forward-looking statements, which speak only as of the date
hereof. Horizon does not undertake, and specifically disclaims
any obligation, to publicly release the result of any revisions
that may be made to update any forward-looking statement to
reflect the events or circumstances after the date on which the
forward-looking statement is made, or reflect the occurrence of
unanticipated events, except to the extent required by law.
such forward-looking statements are reasonable, actual results
may differ materially from those expressed or implied in such
statements. Risks and uncertainties that could cause actual
results to differ materially include risk factors relating to the
banking industry and the other factors detailed from time to time
in Horizons reports filed with the Securities and Exchange
Commission, including those described in Horizons Annual Report
on Form 10-K. Undue reliance should not be placed on the
forward-looking statements, which speak only as of the date
hereof. Horizon does not undertake, and specifically disclaims
any obligation, to publicly release the result of any revisions
that may be made to update any forward-looking statement to
reflect the events or circumstances after the date on which the
forward-looking statement is made, or reflect the occurrence of
unanticipated events, except to the extent required by law.
Item 9.01 Financial Statements and Exhibits
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(d) Exhibits
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Exhibit No.
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Description
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99.1
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Joint Press Release, dated May 23, 2017
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About Horizon Bancorp (NASDAQ:HBNC)
Horizon Bancorp is a bank holding company. The Company provides a range of banking services in Northwestern and Central Indiana and Southwestern Michigan through its bank subsidiary, Horizon Bank, N.A. (the Bank), and other affiliated entities and Horizon Risk Management, Inc. The Bank is a full-service commercial bank offering commercial and retail banking services, corporate and individual trust and agency services and other services incident to banking. Horizon Risk Management, Inc. is a captive insurance company. The Bank’s loan portfolio consists of commercial loans, real estate loans, mortgage warehouse loans and consumer loans. The Bank’s investment securities include both securities available for sale and held to maturity. Its deposits include noninterest-bearing demand deposits, interest-bearing demand deposits, savings deposits, money market deposits and time deposits. The Bank maintains approximately 54 full service offices. Horizon Bancorp (NASDAQ:HBNC) Recent Trading Information
Horizon Bancorp (NASDAQ:HBNC) closed its last trading session up +0.19 at 25.57 with 29,796 shares trading hands.