Expects to close on March 22, 2019
Fifth Third Bancorp (Nasdaq: FITB) and MB Financial, Inc.
(Nasdaq: MBFI) jointly announced today that Fifth Third Bancorp has
received all necessary regulatory approvals for completion of the
transactions contemplated in the companies’ merger agreement dated
May 20, 2018. The merger received the necessary approvals from MB
Financial common stockholders in September 2018.
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Subject to the completion of the remaining customary closing
conditions, it is anticipated that the closing of the transaction
will take place on March 22, 2019. Primary systems conversion is
expected to occur in early May 2019, and MB Financial Bank
customers will receive notifications relating to the conversion and
the merger of the two banks.
At present, the Chicago deposit market share of the combined
company would rank it third in estimated retail deposits among the
nearly 200 banks in the local marketplace. Additionally,
approximately 1 in 5 Chicago area middle market businesses will
bank with the combined company.
“We are very pleased to receive the regulatory approvals,” said
Greg D. Carmichael, chairman, president and CEO of Fifth Third
Bancorp. “From the outset, we have viewed MB Financial as a unique
partner in our efforts to build scale in this strategically
important market. We are very excited about the future prospects
for the combined company.”
Mitch Feiger, president and CEO of MB Financial, Inc. will
assume the role of chairman and CEO for Fifth Third’s Chicago
region, effective with the closing. He said, “We look forward to
completing the merger. I appreciate all of the work that has gone
into our planning efforts. We have placed the customer at the
center throughout this process to help ensure a smooth transition.
We are excited to fully leverage the combined talent of our
organizations and our complementary capabilities for the benefit of
our customers and the communities we serve.”
Fifth Third acknowledged its expanding presence in the Chicago
area by increasing its commitment to the area by $2 billion, after
consultation with its local Community Advisory Forum. Fifth Third
now plans to invest $5.6 billion in the Chicago area for the period
2016 through 2020, including mortgage credit access, small business
loans and investments, community development loans, and Community
Development Corporation (CDC) investments.
About Fifth Third Bancorp (Nasdaq: FITB)
Fifth Third Bancorp is a diversified financial services company
headquartered in Cincinnati, Ohio. As of December 31, 2018, the
Company had $146 billion in assets and operates 1,121 full-service
Banking Centers, and 2,419 Fifth Third branded ATMs in Ohio,
Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West
Virginia, Georgia and North Carolina. In total, Fifth Third
provides its customers with access to approximately 52,000 fee-free
ATMs across the United States. Fifth Third operates four main
businesses: Commercial Banking, Branch Banking, Consumer Lending,
and Wealth & Asset Management. Fifth Third is among the largest
money managers in the Midwest and, as of December 31, 2018, had
$356 billion in assets under care, of which it managed $37 billion
for individuals, corporations and not-for-profit organizations
through its Trust and Registered Investment Advisory businesses.
Investor information and press releases can be viewed
at www.53.com. Fifth Third’s common stock is traded on the
Nasdaq® Global Select Market under the symbol “FITB.”
About MB Financial, Inc. (Nasdaq: MBFI)
MB Financial Inc. is the Chicago-based holding company for MB
Financial Bank, which has approximately $20 billion in assets and a
more than one hundred year history of building deep and lasting
relationships with middle-market companies and individuals. MB
offers a full range of powerful financial solutions and the
expertise and experience of bankers who are focused on their
clients’ success. Learn more about MB Financial, Inc. at
http://www.mbfinancial.com
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed merger, Fifth Third Bancorp has
filed with the SEC a Registration Statement on Form S-4 that
includes the Proxy Statement of MB Financial, Inc. and a Prospectus
of Fifth Third Bancorp, as well as other relevant documents
concerning the proposed transaction. This communication does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval. INVESTORS
AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND
THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
A free copy of the Proxy Statement/Prospectus, as well as other
filings containing information about Fifth Third Bancorp and MB
Financial, Inc., may be obtained at the SEC’s Internet site
(http://www.sec.gov). You will also be
able to obtain these documents, free of charge, from Fifth Third
Bancorp at ir.53.com or from MB Financial, Inc. by accessing MB
Financial, Inc.’s website at investor.mbfinancial.com.
Copies of the Proxy Statement/Prospectus can also be obtained,
free of charge, by directing a request to Fifth Third Investor
Relations at Fifth Third Investor Relations, MD 1090QC, 38 Fountain
Square Plaza, Cincinnati, OH 45263, by calling (866) 670-0468, or
by sending an e-mail to ir@53.com or
to MB Financial, Attention: Corporate Secretary, at 6111 North
River Road, Rosemont, Illinois 60018, by calling (847) 653-1992 or
by sending an e-mail to dkoros@mbfinancial.com.
Fifth Third Bancorp and certain of their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of MB Financial, Inc.
in respect of the transaction described in the Proxy
Statement/Prospectus. Information regarding Fifth Third Bancorp’s
directors and executive officers is contained in Fifth Third
Bancorp’s Annual Report on Form 10-K for the year ended
December 31, 2018 and its Proxy Statement on Schedule 14A,
dated March 6, 2019, which are filed with the SEC. Information
regarding MB Financial, Inc.’s directors and executive officers is
contained in its Proxy Statement on Schedule 14A filed with the SEC
on April 3, 2018. Additional information regarding the
interests of those participants and other persons who may be deemed
participants in the transaction may be obtained by reading the
Proxy Statement/Prospectus regarding the proposed merger. Free
copies of this document may be obtained as described in the
preceding paragraph.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
including, but not limited to, Fifth Third Bancorp’s and MB
Financial, Inc.’s expectations or predictions of future financial
or business performance or conditions. Forward-looking statements
are typically identified by words such as “believe,” “expect,”
“anticipate,” “intend,” “target,” “estimate,” “continue,”
“positions,” “plan,” “predict,” “project,” “forecast,” “guidance,”
“goal,” “objective,” “prospects,” “possible” or “potential,” by
future conditional verbs such as “assume,” “will,” “would,”
“should,” “could” or “may”, or by variations of such words or by
similar expressions. These forward-looking statements are subject
to numerous assumptions, risks and uncertainties, which change over
time. Forward-looking statements speak only as of the date they are
made and we assume no duty to update forward-looking statements.
Actual results may differ materially from current projections.
In addition to factors previously disclosed in Fifth Third
Bancorp’s and MB Financial, Inc.’s reports filed with or furnished
to the SEC and those identified elsewhere in this communication,
the following factors, among others, could cause actual results to
differ materially from forward-looking statements or historical
performance: the ability to meet closing conditions to the merger;
delay in closing the merger; difficulties and delays in integrating
the businesses of MB Financial, Inc. or fully realizing cost
savings and other benefits; business disruption following the
merger; changes in asset quality and credit risk; the inability to
sustain revenue and earnings growth; changes in interest rates and
capital markets; inflation; customer acceptance of Fifth Third
Bancorp’s products and services; customer borrowing, repayment,
investment and deposit practices; customer disintermediation; the
introduction, withdrawal, success and timing of business
initiatives; competitive conditions; the inability to realize cost
savings or revenues or to implement integration plans and other
consequences associated with mergers, acquisitions and
divestitures; economic conditions; and the impact, extent and
timing of technological changes, capital management activities, and
other actions of the Federal Reserve Board and legislative and
regulatory actions and reforms.
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version on businesswire.com: https://www.businesswire.com/news/home/20190307005339/en/
Chris Doll (Investors)513-534-2345
Gary Rhodes (Media)513-534-4225
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