Old National Bancorp has Completed its Acquisition of Founders Financial Corporation

On January 1, 2015, pursuant to an Agreement and Plan of Merger, dated July 25, 2014 (the "Merger Agreement"), by and between Old National Bancorp (NASDAQ: ONB) (“Old National”) and Founders Financial Corporation (“Founders”), Founders merged with and into Old National, with Old National as the surviving corporation (the "Merger"). Immediately following the Merger, effective as of January 1, 2015, Founders Bank & Trust merged with and into Old National Bank, a national banking association, with Old National Bank as the surviving bank.

At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock of Founders converted into the right to receive (i) $38.00 in cash (the "Cash Consideration") and (ii) 3.25 (the "Exchange Ratio") fully paid and nonassessable shares of common stock of Old National. At the Effective Time, pursuant to elections made by each option holder as provided under the Merger Agreement, all outstanding Founders stock options converted into the right to receive an amount of cash for each share of Founders common stock subject to such stock options equal to (i) the sum of (a) the Exchange Ratio multiplied by $14.44 (which amount represents the average per share closing price of Old National common stock as reported on The NASDAQ Global Select Market for the 10 trading days ending on December 23, 2014) and (b) the Cash Consideration minus (ii) the amount of the exercise price per share of such stock options.

As a result of the Merger, Old National delivered approximately $41 million in cash (including cash payable to Founders stock option holders in connection with the conversion of Founders stock options into a right to receive cash as described above) and 3,402,275 shares of Old National common stock to former holders of Founders common stock. Based upon the December 31, 2014, closing price of $14.88 per share of Old National common stock, the transaction is valued at approximately $87.61 per share of Founders common stock, or approximately $91.7 million. At time of announcement shareholders’ equity at Founders, the transaction value represents a multiple of 2.21x book value.