MidWestOne Financial Group, Inc. Completes Acquisition of ATBancorp
May 01 2019 - 9:00AM
MidWestOne Financial Group, Inc. (NASDAQ: MOFG, “MidWestOne”, the
“Company”, or “Our”) announced the completion of its acquisition of
ATBancorp, the parent company of American Trust & Savings Bank
and American Bank & Trust-Wisconsin. Immediately following
completion of the acquisition, American Trust & Savings Bank
and American Bank & Trust-Wisconsin were merged with and into
MidWestOne’s wholly owned subsidiary, MidWestOne Bank. Effective at
the time of the merger, MidWestOne also appointed Richard J. Hartig
and Douglas H. Greeff to serve on the Board of MidWestOne. In
addition, Charles J. Schrup III and Mr. Hartig were appointed to
the Board of MidWestOne Bank.
As previously disclosed, under terms of the
merger agreement, ATBancorp shareholders received 117.55 shares of
MidWestOne stock and $992.51 in cash in exchange for each share of
ATBancorp stock. The value of the total deal consideration was
approximately $152.9 million, based on the volume weighted-average
of the closing sales prices of MidWestOne’s stock for the 20
consecutive trading days immediately preceding April 30, 2019,
which includes approximately $118.1 million of MidWestOne stock and
$34.8 million of cash issued to ATBancorp shareholders.
Charles N. Funk, President and Chief Executive
Officer of MidWestOne, stated “It is exciting to welcome our new
teammates from ATBancorp into our company. We share the same values
and goals in terms of service to our customers and communities and
this begins an exciting new chapter for MidWestOne.”
With the addition of ATBancorp, on a pro forma
combined basis, MidWestOne has over $4.7 billion in total assets
and 62 branches throughout Iowa, Minnesota, Wisconsin, Colorado and
Florida.
MidWestOne was advised on this transaction by
Piper Jaffray as financial advisor and Shapiro Bieging Barber
Otteson LLP as legal counsel. ATBancorp was advised by Sandler
O’Neill and Partners as financial advisor and Barack Ferrazzano
Kirschbaum & Nagelberg LLP as legal counsel.
About MidWestOne Financial Group,
Inc.
MidWestOne Financial Group, Inc. 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”.
Cautionary Note Regarding Forward-Looking
StatementsStatements 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. The
Company’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 the Company include, but are
not limited to: (1) credit quality deterioration or pronounced and
sustained reduction in real estate market values causing an
increase in the allowance for credit losses, an increase in the
provision for loan losses, and a reduction in net earnings; (2) our
management’s ability to reduce and effectively manage interest rate
risk and the impact of interest rates in general on the volatility
of our net interest income; (3) changes in the economic
environment, competition, or other factors that may affect our
ability to acquire loans or influence the anticipated growth rate
of loans and deposits and the quality of the loan portfolio and
loan and deposit pricing; (4) fluctuations in the value of our
investment securities; (5) governmental monetary and fiscal
policies; (6) legislative and regulatory changes, including changes
in banking, securities, trade, and tax laws and regulations and
their application by our regulators and changes in the scope and
cost of Federal Deposit Insurance Corporation insurance and other
coverages; (7) the ability to attract and retain key executives and
employees experienced in banking and financial services; (8) the
sufficiency of the allowance for loan losses to absorb the amount
of actual losses inherent in our existing loan portfolio; (9) our
ability to adapt successfully to technological changes to compete
effectively in the marketplace; (10) credit risks and risks from
concentrations (by geographic area and by industry) within our loan
portfolio; (11) the effects of competition from other commercial
banks, thrifts, mortgage banking firms, consumer finance companies,
credit unions, securities brokerage firms, insurance companies,
money market and other mutual funds, and other financial
institutions operating in our markets or elsewhere or providing
similar services; (12) the failure of assumptions underlying the
establishment of allowances for loan losses and estimation of
values of collateral and various financial assets and liabilities;
(13) the risks of mergers, including, without limitation, the
related time and costs of implementing such transactions,
integrating operations as part of these transactions and possible
failures to achieve expected gains, revenue growth and/or expense
savings from such transactions; (14) volatility of rate-sensitive
deposits; (15) operational risks, including data processing system
failures or fraud; (16) asset/liability matching risks and
liquidity risks; (17) the costs, effects and outcomes of existing
or future litigation; (18) changes in general economic or industry
conditions, nationally, internationally or in the communities in
which we conduct business; (19) changes in accounting policies and
practices, as may be adopted by state and federal regulatory
agencies and the Financial Accounting Standards Board; (20) war or
terrorist activities which may cause further deterioration in the
economy or cause instability in credit markets; (21) cyber-attacks;
and (22) other risk factors detailed from time to time in
Securities and Exchange Commission filings made by the Company.
CONTACTS: |
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Analysts/Investors: |
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Charles N. Funk |
Barry S. Ray |
President and Chief
Executive Officer |
Senior Vice President
and Chief Financial Officer |
319.356.5800 |
319.356.5800 |
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Media: |
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Peg Hudson |
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563.589.0829 |
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