Old National Bancorp (ONB)

Risks

• Old National has incurred and expects to incur substantial costs related to the merger with First Midwest (the “merger”) and integration.
• Combining Old National and First Midwest may be more difficult, costly or time-consuming than expected, and Old National may fail to realize the anticipated benefits of the merger.
• The combined company may be unable to retain Old National and/or First Midwest personnel successfully after the merger is completed.
• The COVID-19 pandemic may delay and adversely affect the completion of the merger and the integration of the businesses of Old National and First Midwest.
• Failure to complete the merger could negatively impact Old National.
• Old National is subject to business uncertainties and contractual restrictions while the merger is pending.
• Shareholder litigation related to the merger could prevent or delay the completion of the merger, result in the payment of damages or otherwise negatively impact the business and operations of Old National.
• The merger agreement may be terminated in accordance with its terms and the merger may not be completed.
• The merger agreement limits Old National’s abilities to pursue alternatives to the merger and may discourage other companies from trying to acquire Old National.
• Acquisitions may not produce revenue enhancements or cost savings at levels or within timeframes originally anticipated and may result in unforeseen integration difficulties and dilution to existing shareholder value.