Wintrust Financial Corporation Announces Plans to Acquire First Community Financial Corporation
July 06 2016 - 6:45PM
Wintrust Financial Corporation (“Wintrust”) (Nasdaq:WTFC) today
announced the signing of a definitive agreement to acquire First
Community Financial Corporation (“FCFC”). FCFC is the parent
company of First Community Bank, an Illinois state-chartered bank,
which operates two banking locations in Elgin, Illinois. As
of March 31, 2016, First Community Bank had approximately $178
million in assets, approximately $79 million in loans and
approximately $155 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 Elgin, Illinois. We
look forward to continuing with the community banking approach that
First Community Bank has established and to providing its customer
base with an expanded array of products and services.”
Thomas M. Johannesen, CEO of First Community
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 like-minded in its
philosophy of offering highly personalized customer-oriented retail
and commercial banking services with financial capabilities to
support further expansion.” Mr. Johannesen 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 clearly see benefits for our customers and
shareholders and we look forward to joining the Wintrust
family.”
Terms of the Transaction
Subject to possible adjustment, the aggregate
purchase price will be approximately $30.3 million. Shares of
FCFC common stock outstanding at the time of the merger will be
converted into the right to receive merger consideration paid in
cash.
The transaction is subject to approval by
banking regulators and FCFC’s shareholders and certain closing
conditions. The transaction is expected to close late in the
third quarter or early in the fourth 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 FCFC in the transaction and provided a fairness opinion
to its Board of Directors. Barack Ferrazzano Kirschbaum &
Nagelberg LLP acted as FCFC’s legal advisor and Schiff Hardin LLP
served as outside counsel to Wintrust.
About Wintrust
Wintrust is a financial holding company with
assets of approximately $24 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 First Community Financial
Corporation and its integration 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.
Edward J. Wehmer, President/CEO – Wintrust Financial Corporation, (847) 939-9000
David A. Dykstra, COO – Wintrust Financial Corporation, (847) 939-9000
Thomas M. Johannesen, President/CEO – First Community Financial Corporation, (847) 622-8800
Wintrust Website address: www.wintrust.com
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