First Merchants Corporation · NASDAQ:FRME

First Merchants — Merger or Acquisition (February 2017)

12 slides from First Merchants's merger presentation, Feb 17, 2017

  1. Slide 1: Announces Definitive Agreement to Merge with Independent Alliance Banks, Inc.

    Announces Definitive Agreement to Merge with Independent Alliance Banks, Inc. February 17, 2017 Building Value in the Summit City ® EXHIBIT 99.2 Filed by First Merchants Corporation pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Independent Alliance Banks, Inc. Commission Sec

  2. Slide 2: Forward-looking statements

    This presentation contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often, but not always, be identified by the use of words like “believe”, “continue”, “pattern”, “estimate”, “

  3. Slide 3: Additional Information and Non-GAAP Financial Measures

    ADDITIONAL INFORMATION Communications in this press release do not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy vote or approval. The proposed merger will be submitted to Independent Alliance Banks, Inc. shareholders for their consi

  4. Slide 4: Proforma Highlights

    4 THE STRENGTH OF BIG. THE SERVICE OF SMALL. ® Proforma Highlights Ticker: FRME Headquarters: Muncie, IN Founded: 1893 Banking Centers: 122 Assets: $8.3 Billion Loans: $5.9 Billion Deposits: $6.4 Billion Building Value in the Summit City

  5. Slide 5: Transaction terms and key assumptions

    5 THE STRENGTH OF BIG. THE SERVICE OF SMALL. Implied Deal Value: Blended Deal Value: $251.3 Million $271.1 Million (Inclusive of the 12.1% Purchased for $19.8 Million Cash) Consideration Fixed 1.6530 Exchange Ratio for the Remaining 87.9% IALB Common Stock not already owned by First Merchants Implie

  6. Slide 6: Independent Alliance Banks overview

    6 THE STRENGTH OF BIG. THE SERVICE OF SMALL.  Headquartered in Fort Wayne, Indiana  Founded in 2005 in a combination of two 70-year old companies; Grabill Bank and MarkleBank  Operates 16 Banking Centers plus Wealth Management and Mortgage Offices  Market Capitalization: $162.8 Million*  Balanc

  7. Slide 7: Fort Wayne MSA market overview

    7 THE STRENGTH OF BIG. THE SERVICE OF SMALL.  Second Largest MSA in the State of Indiana • $7.8B Deposits • 13% Deposit Growth in 2016 • Population 433,872 • Median Income $52,039  County Seat for Allen County  Diversified Economy • Manufacturing – 17% • Health Care – 17% • Retail Trade – 11% • F

  8. Slide 8: Strategic Opportunity and Financially Attractive

     Contiguous Market Expansion • Significant Entry into Fort Wayne MSA, Indiana’s 2nd Largest MSA, with $646 Million in Deposits and #5 Market Share Position • #1 Market Share in Wells County with Two County Seat Locations Strategic Opportunity Financially Attractive  Strong and Growing Core Earning

  9. Slide 9: Indiana deposit market share rankings

    9 THE STRENGTH OF BIG. THE SERVICE OF SMALL. 2016 Rank Company 2016 # of Branches 2016 Total Deposits in Market 2016 Total Market Share (%) 1 JP Morgan Chase & Co. (NY) 169 $17,888 15.05 2 PNC Financial Services Group (PA) 126 10,470 8.81 3 Fifth Third Bancorp (OH) 128 8,521 7.17 4 Old National Banc

  10. Slide 10: Transaction multiples versus recent transactions

    10 THE STRENGTH OF BIG. THE SERVICE OF SMALL. Transactions FRME/IALB* Recent Transactions** Price/Tangible Book Value 2.52x 2.39x Market Premium (%) 65% 16% Core Deposit Premium (%) 20.9% 17.9% Price / LTM EPS 26.4x 22.7x Price / LTM EPS + Cost Savings 15.8x 15.2x ® *Based on a blended deal value of

  11. Slide 11: Partner Bank Closing Dates

    Partner Bank Closing Dates Partner Total Assets (in Millions) Independent Alliance Banks, Inc. Pending $1,088 The Arlington Bank (Columbus, Oh) Pending 305 Ameriana Bancorp 12/31/2015 483 Cooper State Bank (Columbus, Oh) 8/15/2015 136 Community Bank of Noblesville 11/07/2014 272 CFS Bancorp 11/12/20

  12. Slide 12: Significant Entry into 2nd Largest Indiana Market

    12 THE STRENGTH OF BIG. THE SERVICE OF SMALL.  Significant Entry into 2nd Largest Indiana Market  Logical Extension of Our Existing Franchise  Leverages our Current IALB Investment  Growing Market with Revenue Synergies  Diversification of Customers • Geography • Business Mix  Culturally Simil

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