Wintrust Financial Corporation Announces Plans to Acquire Generations Bancorp, Inc.
January 14 2016 - 6:30PM
Wintrust Financial Corporation (“Wintrust”) (Nasdaq:WTFC) today
announced the signing of a definitive agreement to acquire
Generations Bancorp, Inc. (“Generations”). Generations,
headquartered in Pewaukee, Wisconsin, is the parent company of
Foundations Bank, a Wisconsin state-chartered bank, which operates
one banking location in Pewaukee, Wisconsin. As of September
30, 2015, Foundations Bank had approximately $125 million in
assets, approximately $72 million in loans and approximately $97
million in deposits.
Edward J. Wehmer, President and CEO of Wintrust,
said, “This transaction provides a wonderful opportunity to expand
and complement our market presence in Pewaukee, Wisconsin. We
look forward to continuing with the community banking approach that
Foundations Bank has established and to providing its customer base
with an expanded array of products and services.”
John M. Hazod, President and CEO of Foundations
Bank, stated, “We are excited about the opportunity to combine
resources with Wintrust. This is a great opportunity to
partner with a successful organization that is compatible with
ours. We share a philosophy of offering highly personalized
customer-oriented retail and commercial banking services.”
Mr. Hazod emphasized that by joining forces with Wintrust,
“the transaction allows us to continue focusing on serving our
customers, while at the same time providing our customers with
access to a wider range of products and services. We see many
benefits for our shareholders and customers, and we look forward to
joining the Wintrust family.”
Terms of the Transaction
Subject to possible adjustment, the aggregate
purchase price will be approximately $30 million. Shares of
Generations common stock outstanding at the time of the merger,
including from the conversion of any Generations preferred stock,
will be converted into the right to receive merger consideration
paid in cash.
The transaction is subject to approval by
banking regulators and Generations’ shareholders, and certain
closing conditions. The transaction is expected to close late
in the first quarter or early in the second quarter of 2016 and is
not expected to have a material effect on Wintrust’s 2016 earnings
per share.
Advisors
Hovde Group, LLC acted as exclusive financial
advisor to Generations in the transaction and provided a fairness
opinion to its Board of Directors. Godfrey & Kahn, S.C.
acted as Generations’ legal advisor and Schiff Hardin LLP served as
outside counsel to Wintrust.
About Wintrust
Wintrust is a financial holding company with
assets of approximately $22 billion whose common stock is traded on
the NASDAQ Global Select Market. Built on the "HAVE IT ALL" model,
Wintrust offers sophisticated technology and resources of a large
bank while focusing on providing service-based community banking to
each and every customer. Wintrust operates fifteen community bank
subsidiaries with over 150 banking locations located in the greater
Chicago and southern Wisconsin market areas. Additionally, the
Company operates various non-bank business units including one of
the largest commercial insurance premium finance companies
operating in the United States and Canada, a company providing
short-term accounts receivable financing and value-added
out-sourced administrative services to the temporary staffing
services industry, a business unit engaging primarily in the
origination and purchase of residential mortgages for sale into the
secondary market throughout the United States, and companies
providing wealth management services.
Forward-Looking Information
This press release contains forward-looking
statements within the meaning of the federal securities laws
relating to the proposed acquisition of Generations Bancorp, Inc.
and integration of Generations with Wintrust, the combination of
their businesses and projected revenue, as well as profitability
and earnings outlook. Investors are cautioned that such
statements are predictions and actual events or results may differ
materially. Wintrust's expected financial results or other plans
are subject to a number of risks and uncertainties. For a
discussion of such risks and uncertainties, which could cause
actual results to differ from those contained in the
forward-looking statements, see "Risk Factors" and the
forward-looking statement disclosure contained in Wintrust's Annual
Report on Form 10-K for the most recently ended fiscal year and any
subsequent Quarterly Report on Form 10-Q. Forward-looking
statements speak only as of the date made and Wintrust undertakes
no duty to update the information.
FOR MORE INFORMATION CONTACT:
Edward J. Wehmer, President/CEO – Wintrust Financial Corporation, (847) 939-9000
David A. Dykstra, COO – Wintrust Financial Corporation, (847) 939-9000
John M. Hazod, President/CEO – Foundations Bank, (262) 691-9400
Wintrust Website address: www.wintrust.com
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