To Form Chicago's Premier Community Financial Institution, Old Second and West Suburban Announce Merger.

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AURORA , Ill  and The City of LOMBARD, Illinois , July 26, 2021 /PRNewswire/ - Old Second Bancorp, Inc "Old Second" (Nasdaq: OSBC) and "West Suburban" (Nasdaq: SBNC) Bancorp, Inc. Old Second and West Suburban ("West Suburban") jointly announced today that they have signed a definitive

AURORA , Ill  and The City of LOMBARD, Illinois , July 26, 2021 /PRNewswire/ - Old Second Bancorp, Inc "Old Second" (Nasdaq: OSBC) and "West Suburban" (Nasdaq: SBNC) Bancorp, Inc. Old Second and West Suburban ("West Suburban") jointly announced today that they have signed a definitive merger agreement providing for the acquisition of West Suburban by Old Second in exchange for cash and stock.

West Suburban shareholders will receive 42 for each share they own under the terms of the merger agreement, which was approved unanimously by the Boards of Directors of both companies. Four Hundred Thirteen (413) Shares of Common Stock in Old Second, Inc. and $271 15 in cash for each share of West Suburban common stock, with a mix of 65% stock and 35% cash as the total consideration The price of one share of Old Second Common Stock as of the close of trading on $11 76 value of one share of July 23, 2021 and the inferred selling price is 9 93 per share, with the total value of the transaction coming to roughly An amount equal to $297,000,000

Acker, Kevin , West Suburban Bancorp, Inc. Chairman For nearly 60 years, West Suburban has been there for its customers and the communities it's a part of, as stated by. I am so pleased with the work we have accomplished as a group and the success of the bank we have established in Chicago's western suburbs. Old Second, like West Suburban, has been there for its residents and businesses for well over a century. Chicago relationship banking model, and the western suburbs We believe that by joining forces with Old Second, we can better serve the needs of our customers thanks to our shared community bank values and our increased range of products and services. We are confident that by joining forces, we will be able to better serve the needs of our customers, employees, and communities. "  

In regards to the merger with West Suburban, the following statement was made: "We are extremely pleased to announce the combination with West Suburban." Jonathan Eccher , Old Second Bancorp's President and CEO To quote one of our employees, "West Suburban is a franchise we have known and respected for a very long time." Its stellar reputation is a direct result of the high quality of service it consistently provides to its clients and the neighborhoods in which it operates. We anticipate that this merger will greatly improve our financial stability and market standing. Chicago ...and the resources we have to put toward creating an excellent financial institution for our local neighborhoods and businesses We both share similar values and offer complementary products and services, so we think merging makes the most sense for our respective shareholders. In our opinion, there is no other business partner who could provide us with the same level of complementary geographic reach, scale on existing products and services, upside, and long-term shareholder value as you. "

An Attractive Merger from a Strategic Perspective

  • The pro forma company will have roughly 2 billion in assets, 3 billion as a result of deposits and $3 4 billion in loans and establish the nation's preeminent community financial institution with assets of less than $10 billion. Chicago market The merged firm will be in a unique strategic position to compete on a global scale and prioritize investments in technology and future growth.
  • The merger will create a premier deposit franchise with 70 locations in the Chicagoland area, a high concentration of retail deposits, and a deposit beta in the top 25% of all banks.
  • Gives a Foundation for Future Expansion: The Pro Forma Company will have Sufficient Liquidity and Capital Generation Capability to Support Future Growth and Take Advantage of Current Interest Rate Trends.

Combination Creates Financial Benefits

  • Provides Value to Investors: On a fully phased-in basis, the merger is projected to increase Old Second shareholders' earnings per share by 38 percent.
  • Pro forma, the combined company is expected to have a higher return on assets by more than 20 basis points and a higher return on tangible common equity by more than 500 basis points after accounting for anticipated cost savings.
  • As a result of the acquisition, Old Second will be able to put its excess capital to work earning an internal rate of return of 20% while keeping its capital ratios in excellent shape.  

Procedures and Approvals

Closing of the merger is anticipated in the fourth quarter of 2021, assuming customary closing conditions are met, such as the receipt of required regulatory approvals and approval by the shareholders of each company.

Advisors

Corporation, Citigroup, World Markets provided Old Second's board of directors with a fairness opinion after acting as the company's financial advisor Riley, Nelson Mullins Old Second retained & Scarborough LLP as its legal representation.

West Suburban retained Keefe, Bruyette & Woods, A Stifel Company as its financial advisor, and the firm subsequently provided the board of directors with a fairness opinion on the transaction. Lead counsel Kirkland & Ellis LLP and B. Ferrazzano, Barack acted as West Suburban's legal counsel

Instructions for the Conference Call

On Tuesday, Old Second will host a live conference call to discuss the deal. Time: Monday, July 26, 2021 , at 10:30 a m Time Zone) at 9:30 a.m. m Time Zone) Dial (877) 407-9124 to join the conference call. Investors who wish to participate in the call should dial the above number at least 10 minutes before the start time.

Old Second's website (www.oldsecond.com) will host the investor presentation for the call.   

If you miss the call, you can listen to an audio recording of it until 11 a.m. m 10:00 a.m. EST) in the east m Time (CST) on As of the 2nd of August, 2021 using the Conference ID: 42334 and the toll-free number (877) 481-4010.

An Overview of Old Second Bancorp, Inc.

Incorporated as Old Second Bancorp in the State of Delaware located in the Locale: Aurora, IL to Old Second National Bank, which has 29 locations in seven counties of northern Illinois and is the bank's parent company.   At June 30, 2021 Old Second Bancorp had $3 25 billion in assets An Incorporated Company Called "Old Second" stock trades on the NASDAQ under the ticker symbol "OSBC." Visit the "Investor Relations" page at www.oldsecond.com for more information about Old Second Bancorp.

In a recent survey of the "Best Banks in Illinois This is the second year in a row that customers have voted for this bank to receive this honor. The winners are decided by polling more than 25,000 Americans. S Those who use a bank and rate their experience based on factors such as overall satisfaction, trust, terms and conditions, branch services, digital services, and financial advice

Introduction to West Suburban Bancorp, Inc.

The Bancorp West Suburban, Inc. established in 1962 and headquartered in Town of Lombard, Illinois The Bancorp West Suburban, Inc. serves as the parent company for West Suburban Bank, a commercial bank with 43 locations in the Chicago metropolitan area. DuPage , Kane , Kendall , and Will regions of Illinois At June 30, 2021 West Suburban was home to $2 97 billion in assets

Warning About Projected Future Events

All statements made in this press release that are not purely historical are intended to be, and are hereby identified as, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The outlook and expectations of Old Second and West Suburban with respect to their planned merger, the strategic and financial benefits of the merger, including the expected impact of the transaction on the combined company's scale, are all examples of forward-looking statements. the bank's deposit franchise, growth and future financial performance (including expected accretion to earnings per share and other operating and return metrics, including impacts on return on assets and return on tangible common equity), and the timing of the closing of the transaction. Forward-looking statements can be identified by terminology like "may," "anticipate," "plan," "estimate," "expect," "project," "assume," "approximately," "continue," "should," "could," "will," "poised," "focused," "targeted," "opportunity," and "plans."

Actual results may differ materially from those projected in forward-looking statements due to the presence of risks, uncertainties, and assumptions that are difficult to predict in terms of timing, extent, likelihood, and degree of occurrence. Among the many examples of risks, uncertainties, and assumptions are:

  • a delay or inability to obtain required regulatory approvals (or the risk that any required approvals will impose conditions that will negatively impact the combined company or the anticipated benefits of the transaction);
  • failure to obtain shareholder approval or failure to satisfy any of the other closing conditions to the transaction in a timely manner or at all by either company;
  • termination of the merger agreement being possible due to the occurrence of any event, change, or other circumstance;
  • the risk that the transaction's expected benefits, such as cost savings and strategic gains, are not realized when expected or at all, either because of the impact of, or problems arising from, the combination of the two businesses, the health of the economy, the intensity of competition in the markets where Old Second and West Suburban operate, or any number of other factors or events;
  • the effect of applying purchase accounting to the transaction, or the effect of revising the assumptions used to determine the fair value of the assets purchased and the liabilities assumed,
  • negligence of core business operations and missed opportunities on the part of management;
  • the possibility of unfavorable reactions to, or alterations to, business or employee relationships, whether or not these arise directly as a result of the announcement or consummation of the transaction;
  • the conclusion of any pending or future litigation involving Old Second or West Suburban;
  • uncertainty regarding the timing, cost, and impact on Old Second's and West Suburban's existing businesses resulting from their planned integration;
  • problems caused by the merger to the business; and
  • changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; shifts in interest rates and capital markets; inflation; customer borrowing, repayment, investment, and deposit practices; shifts in general economic conditions are additional factors that may affect future results of Old Second and West Suburban. factors such as the COVID-19 pandemic; the nature, scale, and pace of technological change; capital-management initiatives; Federal Reserve Board decisions; and legislative and regulatory reforms; and market conditions;

Pro forma, estimated, projected, and annualized figures are for illustrative purposes only; they are not forecasts and may not be indicative of future performance. Except as required by law, neither Old Second nor West Suburban assumes any obligation to publicly release any revisions or updates to any forward-looking statements contained in this press release that reflect events or circumstances after the date hereof. Old Second's Annual Report on Form 10-K for the year ended may also contain additional factors that could cause results to differ materially from those described above. On the last day of 2020, December Documents filed by Old Second with the SEC can be found on their investor relations website, https://investors.oldsecond.com, in the section labeled "SEC Filings."

Further Resources Regarding the Merger and Where to Find Them

This notice is being provided in connection with the aforementioned Old Second/West Suburban merger transaction proposal. Old Second will file with the SEC a Registration Statement on Form S-4 that will include the Joint Proxy Statement of Old Second and West Suburban and a Prospectus of Old Second, as well as other relevant documents regarding the proposed transaction. All shareholders of Old Second and West Suburban will also receive a definitive Joint Proxy Statement/Prospectus.

If you are an investor, you should review the registration statement and the joint proxy statement/prospectus relating to the merger when they become available, as well as any other relevant documents filed with the SEC, including any amendments or supplements to those documents. WILL INFORMATION THAT IS VITALLY IMPORTANT TO KNOW

There will not be any sale of securities in any jurisdiction where such offer, solicitation, purchase, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. If the securities laws of the jurisdiction prohibit or restrict the offer, solicitation, or sale of the securities, then they are not yet registered or qualified.

The SEC's website (http://www.sec.gov) will have a copy of the Joint Proxy Statement/Prospectus (when it becomes available) and other filings pertaining to Old Second. These documents are also available without cost from Old Second; simply visit the "SEC Filings" section of the company's investor relations website (https://investors.oldsecond.com) or contact the company's Shareholder Relations Manager (. Mrs. Shirley Cantrell The Team Here at Old Second Bancorp, Inc , 37 S River St , Locale: Aurora, IL [email protected]You can reach us at 630-906-2303 or [email protected] if you're in the 60507 area code.

Attendees of the Solicitation

Proxies may be solicited from shareholders of Old Second and West Suburban and certain directors and executive officers of Old Second and West Suburban in connection with the proposed merger, and these individuals may be considered "participants" in the solicitation of proxies from those shareholders. You can find information about Old Second's board of directors and executive officers in the company's definitive proxy statement on Schedule 14A, dated April 16, 2021 and in some of its SEC filings of Current Reports on Form 8-K The Joint Proxy Statement/Prospectus regarding the proposed merger will contain more detailed information regarding the interests of those participants and other persons who may be deemed participants in the transaction once it becomes available. If you want a free copy of the materials mentioned above, you can get one by following the instructions in the previous paragraph.

BASED ON The Second National Bank of Old

Related Resources

http://www.oldsecond.com

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