Old National Bancorp (ONB) M&A Announcement summary

Deal rationale and strategic fit

• Expands presence in the Upper Midwest, especially the Twin Cities, creating the third-largest bank in Minneapolis-St. Paul and a premier Midwest regional franchise.

• Enhances deposit base, wealth management, and commercial banking capabilities, supporting organic growth and broader product offerings.

• Leverages complementary business models, strong community banking cultures, and similar credit standards.

• Unlocks growth potential for Bremer, previously constrained by philanthropic trust ownership.

• Partnership aligns with both organizations' commitment to community investment and philanthropy, supported by the Otto Bremer Trust.

Financial terms and conditions

• Aggregate consideration of approximately $1.4 billion: 4.182 shares of common stock plus $26.22 in cash per Bremer share; $315 million (22%) paid in cash.

• Bremer shareholders, including the Otto Bremer Trust, will own about 11–13% of the pro forma company; equity offering shareholders about 5.6–6%.

• $400 million common equity offering priced at a 3% discount to the prior close, with forward settlement mechanism.

• Transaction valued at 1x tangible book value and 6.1x 2025 earnings (with cost savings).

• The transaction was unanimously approved by both companies' boards and is expected to close mid-2025, subject to regulatory and shareholder approvals.

Synergies and expected cost savings

• 30% cost savings targeted, net of investments, equating to ~$111 million pre-tax, with 25% realized in 2025 and full run-rate in 2026.

• Savings to come from personnel, IT, contracts, and professional services.

• Revenue synergies expected but not included in projections.

• One-time pre-tax merger expenses of ~$194 million.

• Full run-rate synergies expected in 2026, with most realized after core conversion.