Item 2.01. Completion of Acquisition or Disposition of Assets.



On January 1, 2022, German American Bancorp, Inc. (the "Company") completed its
previously announced acquisition of Citizens Union Bancorp of Shelbyville, Inc.
("CUB") pursuant to an Agreement and Plan of Reorganization, dated September 20,
2021 (the "Merger Agreement"), among the Company, German American Bank (the
"Bank"), CUB and Citizens Union Bank of Shelbyville, Inc. Under the terms of the
Merger Agreement, CUB merged with and into the Company, with the Company
surviving the merger (the "Merger"). As of the effective time of the Merger,
each share of outstanding CUB common stock was converted into the right to
receive, without interest, a cash payment of $13.44 per share and a 0.7739 share
of German American Bancorp, Inc. common stock, without par value (plus
cash-in-lieu of any fractional share created by the exchange rate). Immediately
following the Merger, Citizens Union Bank of Shelbyville, Inc., a Kentucky bank
and a wholly-owned subsidiary of CUB, merged with and into the Bank, with the
Bank surviving the merger and continuing its corporate existence.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.



On January 3, 2022, the Company issued a press release announcing the closing of
the Merger. A copy of the press release is furnished herewith as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01 (including Exhibit 99.1) is being
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Exchange Act, or otherwise subject to the liabilities of that Section. The
information in this Current Report shall not be deemed incorporated by reference
in any filing under the Securities Act or the Exchange Act, except as expressly
set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements



This Report contains forward­looking statements made pursuant to the safe­harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such
forward­looking statements can often, but not always, be identified by the use
of words like "believe", "continue", "pattern", "estimate", "project", "intend",
"anticipate", "expect" and similar expressions or future or conditional verbs
such as "will", "would", "should", "could", "might", "can", "may", or similar
expressions. These forward-looking statements include, but are not limited to,
statements relating to the expected benefits of the Merger, including future
financial and operating results, cost savings, enhanced revenues, and
accretion/dilution to reported earnings that may be realized from the Merger, as
well as other statements of expectations regarding the Merger, and other
statements of the Company's goals, intentions and expectations; statements
regarding the Company's business plan and growth strategies; statements
regarding the asset quality of the Company's loan and investment portfolios; and
estimates of the Company's risks and future costs and benefits, whether with
respect to the Merger or otherwise.

These forward-looking statements are subject to significant risks, assumptions
and uncertainties that may cause results to differ materially from those set
forth in forward-looking statements, including, among other things: the risk
that the businesses of the Company and CUB will not be integrated successfully
or such integration may be more difficult, time­consuming or costly than
expected; expected revenue synergies and cost savings from the Merger may not be
fully realized or realized within the expected time frame; revenues following
the Merger may be lower than expected; customer and employee relationships and
business operations may be disrupted by the Merger; the ability of the Company
to complete integration and attract new customers; possible changes in economic
and business conditions; the severity and duration of the COVID-19 pandemic and
its impact on general economic and financial market conditions and the Company's
business, results of operations and financial condition; fluctuations in market
rates of interest; competitive factors in the banking industry; changes in the
banking legislation or regulatory requirements of federal and state agencies
applicable to bank holding companies and banks like the Company's affiliate
bank; continued availability of earnings and excess capital sufficient for the
lawful and prudent

--------------------------------------------------------------------------------

declaration of dividends; changes in market, economic, operational, liquidity,
credit and interest rate risks associated with the Company's business; and other
risks and factors identified in the Company's filings with the Securities and
Exchange Commission. The Company does not undertake any obligation to update any
forward­looking statement, whether written or oral, relating to the matters
discussed in this Report.

Item 9.01. Financial Statements and Exhibits.



   (d)    Exhibits

          Exhibit No.              Description

                 2.1*              Agreement and Plan of Reorganization by and among German American
                                   Bancorp, Inc., German American Bank, Citizens Union Bancorp of
                                   Shelbyville, Inc. and Citizens Union

Bank of Shelbyville, Inc., dated


                                   as of September 20, 2021, is

incorporated by reference to Exhibit 2.1


                                   of the Registrant's Current Report on Form 8-K filed September 21,
                                   2021.
                 99.1              Press release issued by German American Bancorp, Inc., dated January
                                   3, 2022.
                 104               Cover Page Interactive Data File

(embedded within the Inline XBRL


                                   document).

* Schedules to the subject agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request.



                                  * * * * * *

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses