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Published on 1/8/2008 in the Prospect News Special Situations Daily.

MutualFirst, MFB to merge in $52.7 million cash and stock deal

By Lisa Kerner

Charlotte, N.C., Jan. 8 - MutualFirst Financial, Inc. and MFB Corp. signed a definitive agreement to merge MFB into MutualFirst in a cash and stock deal valued at about $52.7 million.

The two organizations will form a financial institution of nearly $1.5 billion in assets serving customers through thirty-three offices in eight counties in Indiana, according to a news release.

MFB shareholders will have the right to elect to receive 2.59 shares of MutualFirst common stock or $41 in cash, or a combination of both, for each share of MFB common stock, subject to proration.

Under the merger agreement, 80% of the total purchase price is to be paid in stock and the remaining 20% in cash.

The transaction is slated to close late in the second quarter of 2008, according to a company news release.

In addition, MFB Financial, the bank subsidiary of MFB, will merge into Mutual Federal Savings Bank, the bank subsidiary of MutualFirst. This merger will take place concurrently with the merger of MFB into MutualFirst, the release stated.

"Our merger with MFB will allow us to create scale, giving us the ability to better compete in all of our markets by improving the efficiency of delivering a broad array of financial products and services," MutualFirst president and chief executive officer David W. Heeter said in the release.

MutualFirst was advised by Sandler O'Neill Partners, LP, which also rendered a fairness opinion. MFB was advised by Stifel Nicolaus.

MutualFirst Financial, based in Muncie, Ind., operates as the holding company for Mutual Federal Savings Bank.

MFB, the holding company for MFB Financial, is located in Mishawaka, Ind.

Acquirer:MutualFirst Financial, Inc.
Target:MFB Corp.
Announcement date:Jan. 8
Transaction total:$52.7 million
Price per share:2.59 shares of MutualFirst common stock, $41.00 in cash, or a combination of cash and stock
Expected closing:Second quarter of 2008
Stock price for acquirer:Nasdaq: MFSF: $10.54 on Jan. 7
Stock price of target:Nasdaq: MFBC: $10.15 on Jan. 7

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