Bank Deposit Over 10000 Irs

CITBA Financial Corporation And Merchants Bancorp Agree To Merge.

MOORESVILLE, Ind. and CARMEL, Ind., May 8, 2013 /PRNewswire/ — CITBA
Financial Corporation (CITBA)(
OTC

See over-the-counter market (OTC).
:
CBAF

), Mooresville, IN, the bank
holding company of Citizens Bank, and Merchants Bancorp
(Merchants)(private), Carmel, IN, the bank holding company of Merchants
Bank of Indiana, announced today they have signed a definitive agreement
for the merger of Merchants with and into CITBA. CITBA will be the
surviving corporation, and will be renamed Merchants Bancorp. Citizens
Bank will be merged with and into Merchants Bank of Indiana.

(Logo: http://photos.prnewswire.com/prnh/20130508/DE10495LOGO-a)(Logo: http://photos.prnewswire.com/prnh/20130508/DE10495LOGO-b)

CITBA serves the retail banking needs of Morgan, Johnson and
Hendricks County markets with eleven locations, and has $375 million in
assets, 133 employees, and over 400 shareholders. Merchants focuses on
several aspects of mortgage and agricultural lending and wealth services
from four Central Indiana locations, has $1.2 billion in assets, 74
employees, and 8 shareholders. Merchants Bank of Indiana owns P/R
Mortgage & Investment Corp., a leading multi-family housing mortgage
company in the Midwest
United States
 officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world’s third largest country in population and the fourth largest country in area.
.

“I am very excited about the combination of our two strong
community banks with complimentary business models. This unique
opportunity creates an exceptional community bank with multiple revenue
streams and a strong foundation for further growth,” stated Lynn
Gordon, President &
CEO

 of CITBA and Citizens Bank, who is expected
to continue to head the regional banking operations of Merchants in the
current Citizens Bank market areas following the merger. “Both
banks will be working closely together to ensure a seamless transition
for customers and employees. Customers will not experience any changes
to their accounts or banking routines.”

Steve Mills

, Chairman of CITBA and Citizens Bank, added, “We
are delighted to become a part of the Merchants organization and believe
the combination created by our two companies will enable us to better
serve our customers through increased convenience as well as the
addition of broader financial services. Our shareholders will continue
their investment in Central Indiana banking through their ownership of
CITBA shares (renamed Merchants) and benefit from economies of scale.
This would have not have been possible without the excellent work of all
of our employees during these past years of economic recession that
affected all banks in our country, including our senior management team
led by Lynn Gordon, our President and CEO.”

Michael F. Petrie, Chairman and CEO of Merchants, commented,
“The combined companies provide strong synergies that will promote
the geographic expansion of our product and service lines without job
loss. In fact, we expect this merger to create more job opportunities,
allow us to provide better services to our customers, be better stewards
to our communities, and reward our shareholders. We are proud to join
the CITBA family in remaining a ‘Hoosier Owned – Hoosier
Operated’ community bank.”

Under the terms of the agreement, Merchants shareholders will
exchange each of their 10,000 shares for 370.7908 shares of CITBA stock
resulting in ownership of 80% of all outstanding CITBA shares.

Shares of CITBA will not be changed by the merger. Existing
shareholders will keep their share certificates with no need to exchange
them for new certificates, despite the name change. Current CITBA
shareholders, however, are expected to benefit in the future from higher
earnings per share and
dividends per share

 in the first year following
the completion of the merger.

Merchants, which is owned by Mr. Petrie and Randall D. Rogers and
their families, is presently treated as a corporation taxable under

Subchapter S

 of the
Internal Revenue Code

 of 1986, as amended (the
IRC

).
Following the transaction, the resulting company will be treated as a
corporation under Subchapter C of the IRC. The transaction is expected
to result in certain tax accruals that will reduce Merchants’
shareholders’ equity. The amount of such tax accruals will be
determined as of the closing date of the merger. The merger agreement
includes certain protection to both Merchants and CITBA in connection
with the actual tax accruals. The transaction is expected to be
completed in the third quarter of 2013, subject to regulatory and CITBA
shareholder approval.

Merchants was advised by Mike Renninger of Renninger &
Associates,
LLC

 and represented by John Tanselle of Krieg DeVault
LLP

.
CITBA was advised by Craig Mancinotti of Austin Associates, LLC and
represented by Mark Barnes of Mark Barnes Law PC.

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements.
These statements include, but are not limited to, the respective
descriptions of CITBA’s and Merchants’ financial condition,
results of operations, asset and credit quality trends, profitability
and statements about the expected financial benefits and other effects
of the affiliation between the two companies. Forward-looking statements
can be identified by the use of the words “anticipate,”
“believe,” “expect,” “intend,”
“could” and “should,” and other words of similar
meaning. These forward-looking statements express management’s
current expectations or forecasts of future events and, by their nature,
are subject to risks, uncertainties and other factors that could cause
actual results to differ materially from those in such statements.
Factors that might cause such a difference include, but are not limited
to: expected cost savings, synergies and other financial benefits from
the affiliation might not be realized within the expected time frames
and costs or difficulties relating to integration matters might be
greater than expected; market, economic, operational, liquidity, credit
and interest rate risks associated with the combined entity’s
businesses; competition; government legislation and policies; the
ability of the combined entity to execute its business plan; changes in
the economy which could materially impact credit quality trends and the
ability to generate loans and gather deposits; failure or circumvention
of internal controls; failure or disruption of information systems;
significant changes in accounting, tax or regulatory practices or
requirements; and, new legal obligations or liabilities or unfavorable
resolutions of litigations. These forward-looking statements are made
only as of the date of this press release, and neither CITBA nor
Merchants undertake an obligation to release revisions to these
forward-looking statements to reflect events or conditions after the
date of this release.

For more information, contact:

CITBA Financial Corporation – Lynn Gordon President & CEO
(317)831-0110 Merchants Bancorp – Michael Petrie Chairman & CEO
(317)569-7420

SOURCE CITBA Financial Corporation