Old National Bancorp and Bremer Financial entered into a definitive merger agreement. As of Sept. 30, 2024, Bremer had $16.2 billion in total assets, $11.5 billion in total loans and $13.2 billion in deposits. The partnership expands Old National’s reach into several markets throughout Minnesota, North Dakota and Wisconsin. Once combined, the new organization would have over $70 billion in assets (based on Sept. 30, 2024 asset figures), a larger footprint, and offer additional banking capabilities and enhanced resources to serve customers.

“This partnership represents an outstanding fit between two highly compatible, relationship- and community-focused banks,” Jim Ryan, chairman and CEO of Old National, said. “When you look at what has made Bremer Bank a leading institution since 1943, what you quickly find are the same strategic priorities and cultural principles that have guided Old National’s success for 190 years: a strong deposit franchise, a diversified loan portfolio accentuated by exceptional credit quality and a passion for investing in and strengthening communities. I am incredibly confident that, through this partnership, Bremer and Old National will be even better together.”

“For more than 80 years, we’ve been honored to carry out the legacy of our founder, Otto Bremer,” Jeanne Crain, president and CEO of Bremer, said. “When our majority shareholder, the Otto Bremer Trust, reaffirmed its interest in selling Bremer Bank, we appreciated the opportunity to identify a partner through a collaborative process to ensure the best possible outcome for our customers, employees and our communities. With Old National, we have confidence we found a great fit.”

Upon closing of this transaction, the Otto Bremer Trust will have an approximate 11% ownership stake in Old National and a trustee of the Otto Bremer Trust will join the Old National board of directors.

“All of us at the Otto Bremer Trust are excited that the Bremer Bank legacy of investing in people, places and opportunities continues with one of the most community-minded banks in the nation,” the Otto Bremer Trust said. “This partnership expands the scope of what can be accomplished for and within our communities, civically, socially and economically.”

The partnership transaction includes 70 total banking centers in Minnesota, North Dakota and Wisconsin.

Under the terms of the definitive merger agreement, each outstanding share of Bremer common stock will be converted into the right to receive 4.182 shares of Old National common stock plus $26.22 in cash, valuing the transaction at approximately $1,401 million, or $116.76 per share, based on Old National’s closing stock price on November 22, 2024. The definitive merger agreement has been unanimously approved by the board of directors of Bremer and Old National. The transaction is subject to customary closing conditions and regulatory approvals, including the approval of Bremer shareholders. The transaction is anticipated to close in the middle of 2025.

Citi served as exclusive financial advisor to Old National, and Squire Patton Boggs (U.S.) acted as legal counsel. J.P. Morgan served as financial advisor for Bremer, and Wachtell, Lipton, Rosen & Katz acted as legal counsel. Keefe, Bruyette & Woods, a Stifel company, served as financial advisor for the Otto Bremer Trust, and Sullivan & Cromwell acted as legal counsel.