Old National Bancorp · NASDAQ:ONB
Old National Bancorp — Merger or Acquisition (October 2006)
22 slides from Old National Bancorp's merger presentation, Oct 23, 2006
Slide 1: Old National Bancorp Announces Agreement to Acquire St. Joseph Capital Corporation
Old National Bancorp Announces Agreement to Acquire St. Joseph Capital Corporation October 23, 2006
Slide 2: Lynell Walton, Vice President Investor Relations
Lynell Walton Vice President Investor Relations
Slide 3: Forward-Looking Statement
Forward-Looking Statement This presentation includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act regarding the St. Joseph acquisition, such as those relating to our expectations of completion of the acquisition and of accretion to earnings, synergies
Slide 4: Agenda
Agenda Why St. Joseph? Highlights of the transaction Profile of St. Joseph Integration Questions
Slide 5: Bob Jones, President and CEO, Old National Bancorp
Bob Jones President Chief Executive Officer Old National Bancorp
Slide 6: ONB Acquisition Strategy
ONB Acquisition Strategy Primary goal is to be "Indiana's community bank" Secondary goal is to build Louisville Franchise Refocus distribution network to higher- growth markets Accretive in 12 to 18 months Solid financial fundamentals
Slide 7: St. Joseph Fits the Strategy
St. Joseph Fits the Strategy Accretive in first year Provides a platform for northern Indiana expansion 5 year CAGR of 20.9% on net loans and 22.9% on deposits Strong management team with deep roots in northern Indiana Strong potential for integration of multiple product lines Niche retail, wealth m
Slide 8: New Old National Footprint
New Old National Footprint New Old National Footprint St. Joseph Old National
Slide 9: Due Diligence
Due Diligence Highly structured for maximum effectiveness Team of 33 individuals representing all business and staff units Required written reports included identification of potential savings and / or additional expense Process complete
Slide 10: Highlights of the Transaction
Highlights of the Transaction All-cash deal at $40.00 per share or approximately $75.6 million* Accretive $.02 to EPS in 2007 and $.04 in 2008 No revenue synergies or margin expansion built into the assumptions 29% of St. Joseph's 2006 annualized expense base to be eliminated (phased in 50% after de
Slide 11: Comparison of the Deal Premium to Core Deposits
Comparison of the Deal Premium to Core Deposits Price / Tangible Book Value Price / Book Value Price to LTM Earnings ONB / St. Joe Deal (as of June 30, 2006) 15.9% 2.57x 2.57x 28.0x Indiana / SW Michigan* 21.9% 2.47x 2.35x 23.6x Nationwide Bank Median** 21.3% 2.79x 2.65x 21.3x *Includes 10 Indiana /
Slide 12: John Rosenthal, Chairman, President and CEO, St. Joseph Capital Corporation
John Rosenthal Chairman, President and Chief Executive Officer St. Joseph Capital Corporation
Slide 13: St. Joseph Capital Corporation
St. Joseph Capital Corporation Established in 1997 - headquartered in Mishawaka with a financial center in Elkhart $490.9 million in total assets and $376.3 million in total deposits at June 30, 2006 5 year CAGR of 20.9% on net loans and 22.9% on deposits #2 market share in Mishawaka #5 market share
Slide 14: St. Joseph Total Net Loans
St. Joseph Total Net Loans* 2000 2001 2002 2003 2004 2005 2Q06 Total Loans 129.841 144.688 189.094 222.974 278.421 335.127 345.822 *End of period balances - $ in millions 20.9% 5-year CAGR
Slide 15: St. Joseph Total Deposits
St. Joseph Total Deposits* 2000 2001 2002 2003 2004 2005 2Q06 Total Deposits 122.4 153.308 177.674 207.282 312.657 343.398 376.251 *End of period balances - $ in millions 22.9% 5-year CAGR
Slide 16: St. Joseph Market Dynamics: Mishawaka - St. Joseph County
St. Joseph Market Dynamics Mishawaka - St. Joseph County Home to the University of Notre Dame, Indiana University South Bend, Saint Mary's College and others Two major service industries present Education and medical care Home to AM General Hummer production facility
Slide 17: St. Joseph Market Dynamics: Elkhart - Elkhart County
St. Joseph Market Dynamics Elkhart - Elkhart County Dominated by stable manufacturing businesses One in every four jobs in the county is related to manufacturing RVs or related component parts Over 30 manufactured housing facilities are located in Elkhart and surrounding communities
Slide 18: Market Dynamics
Market Dynamics* Projected Population Change 2006 - 2011 Projected Median HH Income Growth 2006 - 2011 Current ONB .5% 15.1% Mishawaka .7% 19.0% Elkhart 4.4% 17.9% *Source: SNL Financial
Slide 19: Why Old National as a Partner?
Why Old National as a Partner? Good cultural fit with St. Joseph Strong commitment to community banking Joint donations to United Ways in Elkhart and St. Joseph Counties during press conference Interest and ability to expand in northern Indiana via Increased lending limit Enhanced product set Niche
Slide 20: Bob Jones, President and CEO, Old National Bancorp
Bob Jones President Chief Executive Officer Old National Bancorp
Slide 21: Successful Integration is Key
Successful Integration is Key Integration process will follow a structured, disciplined project management approach governed by a merger steering committee 16 project teams focused on specific functional integration activities Includes teams dedicated to associate and cultural integration and client
Slide 22: Thank You / Questions
Thank You Questions
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