WOLVERINE BANCORP, INC. (NASDAQ:WBKC) Files An 8-K Other Events
Item 8.01Other Events
In connection with the execution of an Agreement and Plan of
Merger to which Wolverine Bancorp, Inc, (Wolverine Bancorp) will
merge with and into Horizon Bancorp (Horizon), with Horizon as
the surviving corporation (the Merger) Horizon and Wolverine
Bancorp, Inc. issued a joint press release. A copy of the press
release is attached hereto as Exhibit 99.1 and incorporated by
reference herein.
Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking
statements regarding the financial performance, business
prospects, growth and operating strategies of Wolverine Bancorp
and Horizon. For these statements, Wolverine Bancorp and Horizon
claim the protections of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform
Act of 1995. Statements in this communication should be
considered in conjunction with the other information available
about Wolverine Bancorp and Horizon, including the information in
the filings each make with the SEC. 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. Forward-looking
statements are typically identified 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 and Wolverine Bancorps reports filed with the
Securities and Exchange Commission, including those described in
their Forms 10-K and the following: the possibility that the
Merger does not close when expected or at all because required
regulatory, shareholder or other approvals and other conditions
to closing are not received or satisfied on a timely basis or at
all; the risk that the benefits from the transaction may not be
fully realized or may take longer to realize than expected,
including as a result of changes in general economic and market
conditions, interest and exchange rates, monetary policy, laws
and regulations and their enforcement, and the degree of
competition in the geographic and business areas in which Horizon
and Wolverine Bancorp operate; the ability to promptly and
effectively integrate the businesses of Horizon Bank and
Wolverine Bank; the reaction of the companies customers,
employees and counterparties to the transaction; and the
diversion of management time on Merger-related issues. Undue
reliance should not be placed on the forward-looking statements,
which speak only as of the date hereof. Wolverine Bancorp 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.
Important Additional Information for Shareholders and
Where to Find It
This communication is being made with respect to the proposed
transaction involving Horizon and Wolverine Bancorp. This
material is not a solicitation to vote or approval of the
Wolverine Bancorp shareholders and is not a substitute for the
proxy statement/prospectus or any other documents that Wolverine
Bancorp may send to its shareholders in connection with the
proposed Merger.
In connection with the proposed Merger, Horizon will file with
the SEC a Registration Statement on Form S-4 that will include a
Proxy Statement of Wolverine Bancorp and a Prospectus of Horizon
(the Proxy Statement/Prospectus), as well as other relevant
documents concerning the proposed transaction. 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 and
Wolverine Bancorp have 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 copies of these
documents, free of charge, from Horizon at www.horizonbank.com
under the tab About Us Investor Relations Documents SEC Filings
and from Wolverine Bancorp at www.wolverinebank.com under the tab
Investor Relations SEC Filings. Alternatively, these documents,
when available, can be obtained free of charge from Horizon upon
written request to Horizon Bancorp, Attn: Dona Lucker,
Shareholder Relations Officer, 515 Franklin Square, Michigan
City, Indiana 46360, or by calling (219) 874-9272, or from
Wolverine Bancorp upon written request to upon written request to
Wolverine Bancorp, Inc., attention: Rick A. Rosinski, Chief
Operating Officer, 5710 Eastman Avenue, Midland, Michigan 48460
or by calling (989) 631-4280. The information available through
Horizons and Wolverine Bancorps websites is not and shall not be
deemed part of this Current Report on Form 8-K or incorporated by
reference into other filings Horizon or Wolverine Bancorp makes
with the SEC.
Horizon and Wolverine Bancorp and certain of their directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Wolverine
Bancorp 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. Information about the directors and executive officers
of Wolverine Bancorp is set forth in Wolverine Bancorps Annual
Report on Form 10-K filed with the SEC on March 31, 2017, and in
the proxy statement for Wolverine Bancorps 2017 annual meeting of
shareholders, as filed with the SEC on April 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.
Item 9.01. Financial Statements and
Exhibits
(a)Financial Statements of Businesses Acquired. Not applicable
(b)Pro Forma Financial Information. Not Applicable
(c)Shell Company Transactions. Not Applicable
(d)Exhibits:
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Exhibit No. |
Description |
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99.1 |
Joint Press Release issued on June 14, 2017 |
About WOLVERINE BANCORP, INC. (NASDAQ:WBKC)
Wolverine Bancorp, Inc. is a savings and loan holding company of Wolverine Bank (the Bank), which is a subsidiary of the Company. The Bank is a federally chartered savings bank. The Bank is engaged in providing financial services primarily to individuals, families and businesses in the Great Lakes Bay Region of Michigan and to a lesser extent across Michigan through over two banking offices located in Midland, Michigan, and through its banking office in Frankenmuth, which is located in Saginaw County. Its business consists of taking deposits from the general public and investing those deposits, together with funds generated from operations and borrowings, in commercial real estate loans, including multi-family loans and land loans, one- to four-family residential mortgage loans, and home equity loans and lines of credit. It offers alternative banking delivery systems, including automated teller machines, remote deposit capture, telephone banking and mobile banking delivery systems.