MainSource Financial Group,Inc. (NASDAQ:MSFG) Files An 8-K Other EventsItem 8.01 Other Events.
On February13, 2018, MainSource Financial Group,Inc. (the “Company”) announced that its wholly owned bank subsidiary, MainSource Bank, entered into a Branch Purchase and Assumption Agreement with German American Bancorp (“GAB”) to sell certain assets to GAB, including four (4)MainSource Bank branch locations in Columbus (Bartholomew County),Indiana, and one (1)MainSource Bank branch location in Greensburg (Decatur County),Indiana. The sale includes all deposits and loans, as well as all real and personal property, associated with the branches. Subject to the receipt of regulatory approvals and the satisfaction of customary closing conditions, the transaction is expected to close in the second quarter of 2018.
Attached hereto as Exhibit99.1 is a press release issued by the Company announcing the branch purchase which is incorporated herein by reference.
Forward Looking Statements
Certain statements contained in this report which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, goals, projections and benefits relating to the proposed merger (the “Merger”) between the Company and First Financial Bancorp (“First Financial”), which are subject to numerous assumptions, risks and uncertainties. Words such as “believes,” “anticipates,” “likely,” “expected,” “estimated,” “intends” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Please refer to each of the Company’s and First Financial’s Annual Report on Form10-K for the year ended December31, 2016, as well as their other filings with the SEC, for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements.
Forward-looking statements are not historical facts but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of the management’s control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors previously disclosed in reports filed by the Company and First Financial with the SEC, risks and uncertainties for the Company, First Financial and the combined company include, but are not limited to: the possibility that any of the anticipated benefits of the proposed Merger will not be realized or will not be realized within the expected time period; the risk that integration of the Company’s operations with those of First Financial will be materially delayed or will be more costly or difficult than expected; the inability to close the Merger in a timely manner; diversion of management’s attention from ongoing business operations and opportunities; the failure to satisfy other conditions to completion of the Merger, including receipt of required regulatory and other approvals; the failure of the proposed Merger to close for any other reason; the challenges of integrating and retaining key employees; the effect of the announcement of the Merger on the Company’s, First