EXHIBIT 99.1
{HORIZON LOGO]
Date: March 22, 2005
FOR IMMEDIATE RELEASE
Horizon Bancorp and Alliance Financial Corporation
Agree to New Offer
Michigan City, Indiana - Horizon Bancorp ("Horizon"), the parent of Horizon
Bank, National Association ("Horizon Bank"), and Alliance Financial Corporation
("Alliance"), parent of Alliance Banking Company ("Alliance Bank"), have
re-negotiated their proposed merger resulting in an increased purchase price.
On February 25, 2005, Alliance and Horizon (NASDAQ symbol: HBNC) announced plans
to merge their two companies. The companies signed a definitive agreement for
Horizon to acquire Alliance through a statutory merger for approximately $11.7
million in cash. On March 10, 2005, Alliance received a higher offer from a
Chicago area bank, and informed Horizon that it was inclined to accept it over
Horizon's offer. On March 18, 2005, Horizon offered to increase its purchase
price from approximately $11.7 million to $13.1 million in cash.
Alliance's Board of Directors approved the new offer on March 21, 2005. This new
offer continues to be subject to regulatory and Alliance shareholder approval
with closing anticipated to take place during the second or third quarter of
2005.
When the merger is consummated, the combined companies will have approximately
$1.04 billion in total assets and will operate under the Horizon name. Horizon
Bank will be the primary operating entity.
"The team at Horizon has continued to show their integrity in these dealings and
a great respect for the employees and shareholders of Alliance," commented Xxxx
X. Xxxxxx, Chairman and CEO for Alliance. Xx. Xxxxxx added, "We believe
Horizon's willingness to re-negotiate the merger reflects their strong
commitment to serve the needs of the Alliance community - it's customers,
employees and shareholders."
Horizon's President and CEO, Xxxxx X. Xxxxxx said, "The renegotiated price is a
result of a third party offering a higher price shortly after we signed the
definitive agreement and announced our offer to the public. As is customary in
transactions such as these, Alliance's Board of Directors had the ability to
accept an unsolicited third party offer if it felt the offer was better than the
deal we had negotiated with them. Horizon made the counter offer to ensure it
would be the successful bidder and to continue our expansion efforts along
Southern Lake Michigan."
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Pg 2 - Cont. Horizon and Alliance Re-Negotiate Merger
The original definitive agreement was amended to account for the higher price
and included an increase in the break-up fee in order to minimize any future
distractions.
Horizon Bancorp is a locally owned, independent, bank holding company serving
northern Indiana and southern Michigan. Horizon offers banking, insurance,
investment and trust services from offices located in Michigan City, XxXxxxx,
Wanatah, Chesterton, Portage, Valparaiso, Elkhart, South Bend and Merrillville,
Indiana, and St. Xxxxxx, Michigan and provides mortgage-banking services
throughout the Midwest. Horizon Bancorp may be reached on the World Wide Web at
xxx.xxxxxxxxxxxxx.xxx. Its common stock is traded on the NASDAQ SmallCap Market
under the symbol HBNC.
Statements in this press release which express "belief," "intention,"
"expectation," and similar expressions, identify forward-looking statements.
Such forward-looking statements are based on the beliefs of the Company's
management, as well as assumptions made by, and information currently available
to, such management. Such statements are inherently uncertain and there can be
no assurance that the underlying assumptions will prove to be accurate. Actual
results could differ materially from those contemplated by the forward-looking
statements. Any forward-looking statements in this release are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995.
# # #
HORIZON CONTACTS:
Xxxxx Xxxxxxxxx 000-000-0000
Chief Financial Officer
Xxxxx X. Xxxxxx 000-000-0000
Chief Executive Officer
ALLIANCE CONTACTS:
Xxx Xxxxxx 000-000-0000
President
