IOWA CITY, Iowa and
DUBUQUE, Iowa, Aug. 22, 2018 /PRNewswire/
-- MidWestOne Financial Group, Inc.
("MidWestOne") (NASDAQ: MOFG) and ATBancorp today jointly
announced the execution of a definitive merger agreement providing
for the acquisition of ATBancorp by MidWestOne in a
transaction valued at approximately $170.3
million based on MidWestOne's August 20, 2018 stock price of $32.92 per share. The combined company will have
approximately $4.7 billion in assets
with over 60 branches throughout Iowa, Minnesota, Wisconsin, Florida and Colorado.
"We are very pleased and delighted that ATBancorp has agreed to
join with MidWestOne, creating one of the premier banking
franchises headquartered in Iowa,"
commented Charles Funk, President
and Chief Executive Officer of MidWestOne. "ATBancorp has a
rich heritage in one of Iowa's
finest cities. For over a century their company has evolved,
extending their brand to the Dyersville area west of Dubuque, to Southwest Wisconsin and westward to Des
Moines. We are appreciative of the excellence ATBancorp has
shown in taking care of their customers and we envision a solid
melding of our similar cultures."
"We are very excited to join MidWestOne," said
Nicholas Schrup III, ATBancorp's
Chairman and President. "MidWestOne shares our
commitment to providing relationship banking together with
responsive customer service. As part of the MidWestOne
team, we will continue to provide the highly personalized
experience our clients have come to expect while providing these
clients with an expanded suite of products and services. This
partnership will be a long-term benefit to our shareholders,
clients and the communities we serve."
ATBancorp operates 12 branches in Iowa and five branches in Southwest
Wisconsin. American Trust & Savings Bank was founded in
1911 and ranks second in total market deposits in Dubuque
County. As of June 30, 2018,
ATBancorp had approximately $1.4
billion in total assets with $1.1
billion in deposits, of which 84% were core deposits and
$1.1 billion in loans. ATBancorp
had over $1.1 billion in trust assets
under administration, as of June 30,
2018, that would be acquired pursuant to the
transaction. As of June 30,
2018, MidWestOne had assets of approximately
$3.3 billion, operating 24 branches
in Iowa, 13 branches in
Minnesota, four branches in
Wisconsin, two branches in
Florida, and one branch in
Colorado.
Following the acquisition, MidWestOne will add two
additional board members to its Board of Directors. There are
no planned changes to MidWestOne's current executive
management team.
Under terms of the definitive merger agreement, the aggregate
consideration to be paid by MidWestOne for ATBancorp will
consist of stock consideration at an exchange ratio of 117.5500x
and fixed cash consideration of $34.8
million. MidWestOne expects the transaction to
be 15%+ accretive to its earnings per share in 2019 (excluding
onetime transaction expenses) and 2020. The definitive merger
agreement has been unanimously approved by the boards of directors
of both companies. The acquisition is expected to close during
the first quarter of 2019 and is subject to approval by ATBancorp's
and MidWestOne's respective shareholders and regulatory
agencies, as well as other customary closing conditions.
Piper Jaffray & Co. acted as
financial advisor and Shapiro Bieging Barber Otteson LLP served as
legal counsel to MidWestOne. Sandler O'Neill +
Partners, L.P. acted as financial advisor and Barack Ferrazzano Kirschbaum & Nagelberg LLP
served as legal counsel to ATBancorp.
Conference Call Details
MidWestOne will host a
conference call for investors at 10:00 a.m.,
CDT, on Wednesday, August 22,
2018. To participate, please dial 866-233-3483 at least
fifteen minutes before the call start time. If you are unable to
participate on the call, a replay will be available until
November 22, 2018, by calling
877-344-7529 and using the replay access code of 10123492. A
transcript of the call will also be available on the company's web
site (www.midwestone.com) within two business days of the
event.
About MidWestOne Financial Group, Inc.
MidWestOne is a financial holding company headquartered
in Iowa City, Iowa.
MidWestOne is the parent company of MidWestOne Bank,
which operates banking offices in Iowa, Minnesota, Wisconsin, Florida, and Colorado. MidWestOne provides
electronic delivery of financial services through its website,
MidWestOne.com. MidWestOne trades on the Nasdaq Global
Select Market under the symbol "MOFG".
About ATBancorp
ATBancorp was formed in 1985 to serve as the bank holding
company for American Trust & Savings Bank. Today ATBancorp is a
two-bank holding company for American Trust and American Bank &
Trust, Wisconsin. Headquartered in
Dubuque, Iowa, ATBancorp is a
banking organization with assets in excess of approximately
$1.4 billion serving nine communities
through 17 banking facilities in Eastern and Central Iowa and Southwest Wisconsin.
Supplemental Information
A slide presentation including financial and transaction-related
information is attached to MidWestOne's Form 8-K filing with
the SEC on August 22, 2018 and also
may be found at www.midwestone.com, under the tab "About
MidWestOne Financial Group" and then under "SEC
Filings."
Additional Information and Where You Can Find It
MidWestOne intends to file a registration statement on
Form S-4 (the "Registration Statement") with the SEC in connection
with the proposed transaction to register the shares of its common
stock that will be issued to ATBancorp shareholders in the proposed
transaction. The Registration Statement will include a preliminary
joint proxy statement/prospectus that will be used to solicit
proxies for the special meetings of shareholders of
MidWestOne and ATBancorp at which the proposed transaction
will be considered. MidWestOne and ATBancorp will mail a
definitive joint proxy statement/prospectus and other relevant
materials to their respective shareholders. Shareholders are
advised to read, when available, the preliminary joint proxy
statement/prospectus, and amendments thereto, and the definitive
joint proxy statement/prospectus because these documents will
contain important information about MidWestOne, ATBancorp
and the proposed transaction. When filed, these documents and other
documents relating to the proposed transaction filed by
MidWestOne can be obtained free of charge from the SEC's
website at www.sec.gov. These documents also can be obtained free
of charge by accessing MidWestOne's website at
www.midwestone.com under the tab "About MidWestOne Financial
Group" and then under "SEC Filings." Alternatively, these
documents, when available, can be obtained free of charge from
MidWestOne upon written request to MidWestOne
Financial Group, Inc., Attention: Barry
Ray, P.O. Box 1700, Iowa City,
IA 52244 or by calling (319) 356-5800, or from ATBancorp,
upon written request to ATBancorp, Attention: Secretary, 895 Main
Street, Dubuque, Iowa 52001 or by
calling (563) 589-7178.
Participants in Solicitation
MidWestOne, ATBancorp and certain of their respective
directors and executive officers and other persons may be deemed to
be participants in the solicitation of proxies from shareholders in
connection with the proposed transaction under the rules of the
SEC. Information about the directors and officers of
MidWestOne may be found in the definitive proxy statement of
MidWestOne relating to its 2018 Annual Meeting of
Shareholders filed with the SEC by MidWestOne on
March 9, 2018. Information about the
directors and executive officers of ATBancorp will be included in
the joint proxy statement/prospectus when it is filed as part of
the Registration Statement. This definitive joint proxy
statement/prospectus can be obtained free of charge from the
sources indicated above. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the definitive proxy statement and other
relevant materials to be filed by MidWestOne with the SEC in
conjunction with the proposed transaction (when they become
available).
Cautionary Note Regarding Forward Looking
Statements
Statements made in this release, other than those concerning
historical financial information, may be considered forward-looking
statements, which speak only as of the date of this document and
are based on current expectations and involve a number of
assumptions. These include, among other things, statements
regarding future results or expectations. MidWestOne intends such
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995 and is including this
statement for purposes of these safe harbor provisions.
MidWestOne's ability to predict results, or the actual effect of
future plans or strategies, is inherently uncertain. Factors that
could cause actual results to differ from those set forth in the
forward-looking statements or that could have a material effect on
the operations and future prospects of MidWestOne include, but are
not limited to: (1) the strength of the local and national economy;
(2) the risks of mergers, including the proposed transaction with
ATBancorp, acquisitions and divestitures, including, without
limitation, the related time and costs of implementing such
transactions, integrating operations as a part of these
transactions and possible failures to achieve expected gains,
revenue growth and/or expense savings from such transactions (3)
changes in interest rates, legislative/regulatory changes, monetary
and fiscal policies of the U.S. government, including policies of
the U.S. Treasury and the Federal Reserve Board, and changes in the
scope and cost of Federal Deposit Insurance Corporation insurance
and fees; (4) the loss of key executives or employees; (5) changes
in the quality and composition of MidWestOne's loan and securities
portfolios, demand for loan products and deposit flows;(6) changes
in the assumptions and estimates underlying the establishment of
reserves for possible loan losses and other estimates; (7) the
effects of competition and the overall demand for financial
services in MidWestOne's market areas; (8) MidWestOne's ability to
implement new technologies and develop and maintain secure and
reliable electronic systems; (9) changes in accounting principles,
policies, and guidelines; and (10) other risk factors detailed from
time to time in filings made by MidWestOne with the SEC.
Contacts:
|
|
Charles
Funk
|
Nicholas Schrup
III
|
MidWestOne
Financial Group,
Inc.
|
ATBancorp
|
President &
CEO
|
Chairman &
President
|
319.356.5800
|
563.582.1841
|
View original
content:http://www.prnewswire.com/news-releases/midwestone-financial-group-inc-to-acquire-atbancorp-300700771.html
SOURCE MidWestOne Financial Group, Inc.