Old National Bancorp to Acquire Indiana Community Bancorp for Approx $79.2M

Old National Bancorp (NYSE: ONB) and Indiana Community Bancorp (Nasdaq: INCB) of Columbus, Ind., jointly announced today the execution of a definitive agreement pursuant to which Old National will acquire Indiana Community Bancorp through a merger.With nearly $985 million in assets, Indiana Community Bancorp is an Indiana bank holding company with Indiana Bank and Trust Company as its wholly owned subsidiary. Founded in 1908, Indiana Bank and Trust serves the South Central Indiana area with 17 full-service banking centers.Under the terms of the merger agreement, which was approved by the boards of both companies, Indiana Community Bancorp shareholders will receive 1.90 shares of Old National Bancorp common stock for each share of Indiana Community Bancorp common stock held by them. Based upon a $12.00 per share Old National Bancorp common stock price (stock price based on 20 day average from December 21, 2011, to January 20, 2012) the transaction is valued at approximately $79.2 million. The transaction value will likely change before close due to fluctuations in the price of Old National common stock. As provided in the merger agreement, the exchange ratio is subject to certain adjustments (calculated prior to closing) under circumstances where the consolidated shareholders' equity of Indiana Community Bancorp is below a specified amount, the loan delinquencies of Indiana Community Bancorp exceed a specified amount or the credit mark for certain loans of Indiana Community Bancorp falls outside a specified range.