Bear, Stearns & Co. Inc. Announces a Cash Tender Offer for Any and All of the Outstanding 8.00% Trust Preferred Securities (CUSIP # 67087Y209) Issued by ONB Capital Trust II.NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- Bear, Stearns & Co. Inc., (the "Purchaser") today announced that it has commenced a cash tender offer to purchase any and all of the outstanding 8.00% Trust Preferred Securities (liquidation The collection of assets belonging to a debtor to be applied to the discharge of his or her outstanding debts. A type of proceeding pursuant to federal Bankruptcy amount $25 per preferred security) (the "TRUPS TRUPS Capital Trust Pass-Through Securities ") issued by ONB ONB On Board (philately; Zeppelin mail designation) ONB Operation New Birmingham (Alabama) ONB Oesterreichische Nationalbank (Austria) ONB Optimal Normal Basis Capital Trust II ("ONB Trust II"), which are fully, irrevocably ir·rev·o·ca·ble adj. Impossible to retract or revoke: an irrevocable decision. ir·rev and unconditionally guaranteed Unconditionally Guaranteed is the eighth LP by Captain Beefheart & the Magic Band, originally released in 1974. Upon release it was criticised for being too commercial, however it failed to give Beefheart any real chart success and peaked at #192 on the Billboard by Old National Bancorp ("Old National") on the terms and conditions set forth in the Offer to Purchase dated May 3, 2007 and the Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. . The offer to purchase the TRUPS is referred to as the "Offer". [TABLE OMITTED] The Offer expires at 8:00 a.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on June 22, 2007, unless extended or earlier terminated. In order to be eligible to receive the Total Consideration, holders must tender their TRUPS by 5:00 p.m., New York City time, on May 24, 2007, unless extended. Holders who tender their TRUPS after such date and time and prior to the expiration of the Offer will be eligible to receive the Tender Offer Consideration, which is the Total Consideration less the Early Participation Payment. Withdrawal rights for the Offer will expire at 5:00 p.m., New York City time, on May 24, 2007, unless extended or as otherwise required by law. In addition, the Purchaser will pay an amount equal to the accrued and unpaid distributions up to, but not including, the settlement date. Payment for TRUPS purchased pursuant to the Offer is expected to occur on the same day as the expiration of the Offer. Questions regarding the terms of the Offer may be directed to Bear, Stearns & Co. Inc., the Dealer Manager, toll free at (877) 696-BEAR or collect at (212) 272-5112. Requests for documents regarding the Offer and questions regarding tendering the TRUPS may be directed to D.F. King & Co., Inc., the Tender Agent and Information Agent, toll free at (800) 269-6427 or collect at (212) 269-5550. This press release is not an offer to purchase or a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of acceptance of the Offer, which may be made only pursuant to the Offer to Purchase, as amended or supplemented. The Offer is being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the TRUPS or any other securities. The Offer is being made solely by the Purchaser's Offer to Purchase. No recommendation is made as to whether holders of the TRUPS should tender their TRUPS. SPECIAL NOTE ON FORWARD LOOKING STATEMENTS The Offer to Purchase contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. about the Offer, ONB Trust II, Old National and the Purchaser. Forward-looking statements can be identified by the use of forward-looking terminology, such as "believes", "expects", "may", "is expected to", "will", "will continue", "should", "would be", seeks" or "anticipates" or similar expression or the negative thereof or other variations thereof or comparable terminology, or by the forward-looking nature of discussions of strategy, plans or intentions. Although the Purchaser believes its expectations are based on reasonable assumptions, these forward-looking statements are subject to numerous risks and uncertainties. The forward-looking statements contained in the Offer to Purchase speak only as at the date hereof. The Purchaser cannot assure you that projected results or events will be achieved. The Purchaser does not intend, and does not assume any obligation to update any forward-looking information set forth or incorporated by reference herein to reflect subsequent events or circumstances. |
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