Filing
under Rule 425 under the Securities Act of 1933
Filing
by: German American Bancorp, Inc.
Subject
Company: American Community Bancorp, Inc.
File
No. 000-50946
For
Immediate Release
Contacts for American
Community:
Michael
S. Sutton, CEO
John
M. Schenk, CFO
Phone: (812)
962-2265
Contacts
for German American:
Mark
A. Schroeder, CEO
Bradley
M. Rust, CFO
Phone: (812)
482-1314
INFORMATION
REGARDING $2.00 PER SHARE CONTINGENT SPECIAL DIVIDEND DECLARED BY AMERICAN
COMMUNITY BANCORP, INC.
Evansville,
Indiana and Jasper, Indiana – December 10, 2010 -- American Community Bancorp,
Inc. (OTCBB: ACBP) and German American Bancorp, Inc. (NASDAQ: GABC)
today jointly announced additional information for prospective buyers and
sellers of common stock of American Community with respect to the $2.00 per
share special dividend that has been contingently declared by the Board of
Directors of American Community as part of the pending merger of American
Community with German American. This dividend, if paid by American
Community, will be paid on December 30, 2010 on all shares of American Community
that are shown on the records of American Community to be issued and outstanding
as of the close of business on December 15, 2010, and to the registered holders
of such shares as shown on American Community’s stockholder list as of that time
on that date.
Due to
the contingent nature of the $2.00 per share special dividend, American
Community has been advised that no “ex-dividend” date is expected to be
established in order to govern the trading in the American Community common
stock in the over-the-counter stock market, nor are any “due bills” or similar
instruments expected to trade with the American Community common
stock. The stock markets normally establish ex-dividend dates
for stocks as to which there are unpaid dividend declarations (or, if no
ex-dividend date is established, a due-bill procedure) in order to protect
buyers who buy shares before a dividend is paid but do not become a holder of
record of the purchased shares in time to receive the dividend payment on such
shares.
Accordingly,
due to this lack of automatic stock market price adjustment, American Community
and German American caution prospective buyers and sellers of American Community
common stock that, regardless of the price at which shares of American Community
common stock may be quoted or may trade in the stock market between now and the
possible December 30, 2010, payment date of the contingent special dividend, the
$2.00 per share special dividend, if paid, will be paid on December 30, 2010
only to those shareholders who are of record with American Community at the
close of business on December 15, 2010 and only with respect to their record
shareholdings with American Community as of that time and
date. Buyers of American Community shares after December 15,
2010 (or who buy on or before December 15, 2010 but do not for any reason become
listed on American Community’s stock records as the record holders of such
shares as of the close of business on December 15, 2010) will not receive the
$2.00 special cash dividend, if paid, and should consider that factor when
pricing their bids.
By way of
background, as described in the Proxy Statement/Prospectus of American Community
and German American dated November 17, 2010, the Board of Directors of American
Community has contingently declared a dividend of $2.00 per share payable on
December 30, 2010 to shareholders of record on December 15, 2010. The
payment of the dividend is expressly contingent upon, and subject to, the
closing of the merger of the two companies being completed on December 30, 2010,
and the receipt of all regulatory approvals for such proposed
dividend. In the event that the merger closes after December 30,
2010, then the special dividend will not be paid and, instead, the merger
consideration payable by German American per share of American Community common
stock will be increased by $2.00 per share cash.
As of the
date of this press release, American Community has received all required
regulatory approvals for such proposed dividend and all required regulatory
approvals for the merger have been received by German American; however, other
conditions to the merger remain to be satisfied (including American Community
shareholder approval which is being sought at a special meeting of shareholders
scheduled for December 22, 2010). Therefore, payment of the
contingent $2.00 per share dividend on December 30, 2010 is not
assured.
Additional
Information
German
American has filed a Registration Statement on Form S-4 with the Securities and
Exchange Commission (File No. 333-170068) that includes a proxy statement of
American Community dated November 17, 2010 (which also constitutes a prospectus
of German American) and other relevant documents concerning the proposed
merger. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
REGARDING THE PROPOSED TRANSACTION BECAUSE IT CONTAINS IMPORTANT
INFORMATION. You are able to obtain a copy of the final proxy
statement/prospectus, and other filings containing information about German
American, without charge, at the Securities and Exchange Commission’s website
(http://www.sec.gov). Copies of the final proxy statement/prospectus
and the filings with the Securities and Exchange Commission that are or will be
incorporated by reference in the final proxy statement/prospectus can also be
obtained, without charge, by directing a request to Terri A. Eckerle,
Shareholder Relations, German American Bancorp, Inc., 711 Main Street, Box 810,
Jasper, Indiana 47546, telephone 812-482-1314 or John Schenk, Chief Financial
Officer, American Community Bancorp, Inc., 4424 Vogel Road, Evansville, Indiana,
47715, telephone 812-962-2265.