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Merchants Bank will merge with MainSource Group

p o r D

$33.8 million cash and stock agreement reached

MainSource Financial Group, Inc., Greensburg, has entered into a definitive merger agreement to acquire all common stock of MBT, headquartered in West Harrison, in a cash and stock transaction valued at $33.8 million. MBT is the holding company for The Merchants Bank and Trust Company, which operates six branches spanning from Dearborn County to Harrison, Western Hills and Hyde Park. As of Dec. 31, 2013, Merchants had $225.2 million in assets, $180.2 million in loans, $187.9 million in deposits and $23.9 million total equity. It is anticipated that simultaneous with the merger, The Merchant’s Bank and Trust Company, an Indiana-chartered commercial bank and a wholly-owned subsidiary of MBT, will merge with and into MainSource Bank. MainSource Bank is an Indiana chartered commercial bank and wholly-owned subsidiary of MainSource, with MainSource Bank as the Don Patterson surviving bank. “We are thrilled to announce this partnership,” said Archie M. Brown Jr., MainSource President and CEO. “It strengthens our footprint in Dearborn County, and enhances our growth strategy in Cincinnati, an area where we have already been investing, and presents an opportunity to prudently deploy our strong capital base,” he said. Given the similarity in cultures and community-based approach, MainSource is the ideal choice as MBT’s partner, said Donald Patterson, MBT president and chief executive office. “We believe that our employees, customers and community will benefit greatly from this partnership,” said Patterson. Under the agreement, which was approved by the boards of both companies, MBT shareholders may elect to receive 2.055 shares of MainSource common stock (the exchange ratio) or $35.16 in cash for each share of MBT common stock owned. The payout is subject to proration provisions specified in the merger agreement that provide for a targeted aggregate split of 60 percent common stock and 40 percent cash. Based upon the Friday, April 4, 2014, closing price of $16.40 per share of MainSource common stock, the transaction is valued at about $33.8 million. MainSource expects the transaction to be accretive to 2015 diluted earnings per share by approximately $0.09. It is projected to be about 4 percent dilutive to tangible book value per share at closing, inclusive of $4 million in pre-tax restructuring charges, with an earn-back period of four years. The merger is expected to be completed in the third quarter, subject to the satisfaction of customary closing conditions, including regulatory approvals and approval of MBT shareholders. Keefe, Bruyette and Woods, Inc. is financial advisor to MainSource. MainSource’s legal advisor is Krieg DeVault LLP. Boenning and Scattergood, Inc. is financial advisor to MBT. Vorys, Sater, Seymour and Pease LLP is legal advisor to MBT.

Salute to Service

and Hop

photos by joe awad/Harrison Press

Hundreds of kids scored thousands of Easter eggs dropped from a helicopter at Miami Whitewater United Methodist Church, Dry Fork Road Harrison, Palm Sunday, April 13. The chopper made several passes over designated areas where it dropped the payloads. The competition was fierce as one kid dodged another in pursuit of the bounty.

Victim indentified but not found in sweeping waters After nearly 30 hours of searching, the recovery effort to find the man swept phuelseman@registerpublications.com away by the Great Miami River has been suspended. The man plummeted into the waters from the bridge on westbound Interstate 74 in the early afternoon of Friday, April 4. According to The Cincinnati Enquirer, the victim is 76-year-old Van Guthrie of Sharonville. Chief Scott Schorsch of the Whitewater Township Fire Department said that after nearly 30 hours of searching, the effort will end unless evidence of Guthrie’s whereabouts is found. Crews have made many efforts but have not found a trace. On Friday, April 12, a full week after Guthrie first fell Patricia Huelseman Harrison Press Staff Writer

from the bridge, Schorsch and his crew, along with Buckeye Search and Rescue Dogs, performed a water based and land based search. There was no indication of the scent being picked up by the dogs, however, for the entire search that extended from the bridge up to the point where visual contact of Guthrie was lost. The Hamilton County Sheriff Department also did an aerial search via helicopter but found no indication of Guthrie. Previous efforts included Hamilton County Police Association Dive teams and Ohio Department of Natural Resources sonar equipped vessels for underwater investigating. Colerain police are currently investigating how Guthrie fell.

Earn cash for music boosters by test-driving a Cronin Ford

We owe our veterans and troops a big thank you for all their service, sacrifice and strength. We will salute them in a special section to be published Wednesday, May 21, in The Harrison Press and Thursday, May 22, in The Dearborn County Register and The Rising Sun Recorder. If you have a soldier, sailor, or other military service person in your life whom you would like featured in the special section, send us some information about him or her along with a photo. Tell us a little about that special person and his or her service. There is no cost. The information or any questions may be emailed to Denise at newsroom@registerpublications.com or dropped off at one of our newspaper offices. The deadline is Tuesday, May 13.

The Harrison Music Boosters have joined forces with Cronin Ford to raise money for the marching band and show choir, while giving folks an opportunity to test drive one of the many new and innovative Ford vehicles. Called Ford Drive 4 Ur School, the event is scheduled for Saturday, April 19, from 8 a.m. to 4 p.m. at the activity center parking lot, across from the high school. For every qualified test drive, Ford will donate $20 to the boosters, with a goal of raising up to $6,000, according to group president Bryant Downey. You must be 18 or older with a valid drivers license to participate. The event is limited to one test drive per household, said Downey. photos by joe awad/Harrison Press To register for a test drive, visit Wildcat Marching Band at 2013 Harrison Christmas Parade. HarrisonMusicBoosters.com/FORD.

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