(Evansville, IN and Kirksville, MO). Fidelity Federal Bancorp (“Fidelity”) and subsidiary United Fidelity Bank, fsb, Evansville, IN (“United”) announced that the Company had entered into a definitive stock purchase agreement to acquire all outstanding stock of Rockhold Bancorp (“Rockhold”), and will merge its subsidiary bank, Bank of Kirksville (“BOK”) into United.  Immediately following closing of this transaction, along with the pending transaction with Cowden Bancorp, Inc., Cowden, IL, the combined entity will have approximately $4.6 billion in total assets and will serve its valued customers through 31 banking offices. 

Fidelity Federal Bancorp and United Fidelity Bank President and CEO Don Neel noted, “It has been our continued goal to move into markets with stable core deposit funding, and dynamic lending opportunities.  As part of our opportunistic growth strategy, we also seek out prime locations and identify outstanding employees.  Our partnership with Bank of Kirksville meets all those goals.  This is an exciting time for not only United but for all our customers, associates, and communities.

BOK Chief Executive Officer Norman C. Belitz stated, “We look forward to the opportunity to partner with the highly experienced and talented staff at United and believe that the local communities will benefit from their increased loan capacity and product portfolio.  In addition to their exceptional reputation for serving their communities, we have found that United’s philosophy with respect to customer and community service mirrors our own.”

The transaction is subject to shareholder and regulatory approvals and is targeted to be completed in the fourth quarter of 2022.  Cummings & Company, LLC served as Fidelity’s financial advisor and SmithAmundsen as Fidelity’s legal counsel.  The Capital Corporation served as Rockhold’s financial advisor and Stinson LLP as Rockhold’s legal counsel.

Based on interim financial information as of May 31, 2022, upon completion of the transaction, United will have approximately $4.6 billion in assets and will be able to serve its customers through 31 banking centers. United currently serves the following Indiana cities:  Evansville, Carmel, Newburgh, Ft. Branch and Mt. Vernon.  In addition, United has banking center locations in the U.S. Virgin Islands, Long Beach, California, Chicago, Illinois, Fayette and Shelby Counties in Illinois, Denver, Colorado, Destin/Ft. Walton, Florida and Ft. Myers, Florida.  

Forward-Looking Statements

This press release may contain forward-looking statements with respect to the pending acquisition and its effects on the future performance of the Company and Fidelity. Forward-looking statements are generally identifiable by the use of words such as “anticipate”, believe”, “could”, “estimate”, “expect”, “intend”, “may”, “pending”, “plan”, “preliminary”, “should”, “will”, “would”, or other similar expressions. Forward-looking statements are not a guarantee of future performance or results, are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from the information in the forward-looking statements. Factors may cause such differences include, among others: the risk that the cost savings, any revenue synergies and other anticipated benefits of the proposed transaction may not be realized or may take longer than anticipated to be realized; disruption to the parties’ businesses as a result of the announcement and pendency of the proposed transaction and diversion of management’s attention from ongoing business operations and opportunities; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive stock purchase agreement; the risk that the integration of the parties’ operations will be materially delayed or will be more costly or difficult than expected; the failure to obtain the necessary shareholder approvals; the outcome of any legal proceedings that may be instituted against the parties; the failure to obtain required governmental approvals or a delay in obtaining such approvals; reputational risk and potential adverse reactions of the Company’s and/or CBI’s customers, suppliers, employees or other business partners; the failure of any of the closing conditions in the definitive stock purchase agreement to be satisfied on a timely basis or at all; delays in closing the proposed stock purchase; the possibility that the proposed stock purchase may be more expensive to complete than anticipated; other factors that may affect future financial results of the parties; and the impact of the ongoing global COVID-19 pandemic on the Company and /or CBI’s businesses, the ability to complete the proposed transaction and/or any of the other foregoing risks. All statements in this press release, including forward-looking statements, speak only as of the date they are made, and neither the Company nor Fidelity undertakes any obligation to update any statement in light of new information or future events.