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Enterprising Investor

12/28/13 1:06 PM

#74 RE: Enterprising Investor #73

The New INDY

Merger, if approved, will create a bank with over $400 million in assets, six branches in Orange and Riverside County, California, and a strong capital base to support future growth. We believe that the shareholders of INDY and PSBK will benefit from the increased earnings power of the resulting bank and our improved ability to generate profitable growth going forward.

INDY has formed INDY Merger Sub as a wholly owned subsidiary for the sole purpose of facilitating the acquisition of PSBK. In the proposed merger, INDY Merger Sub will merge with and into PSBK, with PSBK as the surviving entity, and the separate corporate existence of INDY Merger Sub shall cease, and immediately thereafter, INDY shall cause PSBK to be merged with and into INDY, with INDY as the surviving entity, and the separate corporate existence of PSBK shall cease. If the Merger is completed, each share of PSBK common stock, no par value per share, will be converted into the right to receive either 0.7536 of a share of INDY common stock, no par value per share, or $6.85 in cash, subject to 45% of PSBK common stock being exchanged for INDY common stock and 55% of PSBK common stock being exchanged for cash. Post-merger, INDY shareholders will continue to hold and own their existing shares of INDY common stock. Based on a number of assumptions described in this joint proxy statement/offering memorandum, approximately 427,725 shares of INDY common stock will be issued to PSBK shareholders as a result of the proposed merger.