Wintrust Financial Corporation Announces Plans to Acquire Delaware Place Bank
May 02 2018 - 9:21AM
Wintrust Financial Corporation (“Wintrust”) (Nasdaq:WTFC) today
announced the signing of a definitive agreement to acquire Chicago
Shore Corporation (“CSC”). CSC is the parent company of
Delaware Place Bank, an Illinois state-chartered bank, which
operates a banking location in the Gold Coast/Streeterville
neighborhood of Chicago, Illinois. As of March 31, 2018,
Delaware Place Bank had approximately $245 million in assets,
approximately $165 million in loans and approximately $215 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 the heart of the City of
Chicago. We look forward to continuing the community banking
approach that Delaware Place Bank has established and to providing
its customers with an expanded array of products, services and
resources.”
“We are very pleased with the opportunity to
join the Wintrust banking family,” said James W. Aldrich, Chairman
and Chief Executive Officer, Chicago Shore Corporation and Delaware
Place Bank. “This transaction brings together two companies
that share core community banking philosophies and cultures.
Wintrust’s Chicago-based leadership and its track record of
serving families, individuals and businesses in Chicago’s
neighborhoods and surrounding communities made it an attractive
partner. This partnership offers our customers and employees
the long-term benefits that being part of a successful, growing and
caring organization brings.” Mr. Aldrich 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, services
and resources. We see many advantages for our customers and
stockholders and we look forward to joining the Wintrust
family.”
Terms of the Transaction
Subject to possible adjustment, the aggregate
purchase price (which takes into account the appreciated value of a
five-story building located in the Gold Coast/Streeterville
neighborhood of Chicago) will be approximately $34 million.
Shares of CSC common stock outstanding at the time of the merger
will be converted into the right to receive per share merger
consideration paid in cash.
Subject to approval by banking regulators and
CSC’s stockholders and certain closing conditions, in connection
with the closing, all other outstanding securities of CSC
(including trust preferred securities of its trust subsidiaries and
preferred stock of CSC) will be redeemed in accordance with their
terms. The transaction is expected to close late in the third
quarter 2018, and is not expected to have a material effect on
Wintrust’s 2018 earnings per share.
Advisors
Piper Jaffray acted as exclusive financial
advisor to CSC in the transaction and provided a fairness opinion
to its Board of Directors. Sullivan and Cromwell LLP acted as
CSC’s transaction counsel, and Schiff Hardin LLP served as
transaction counsel to Wintrust.
About Wintrust
Wintrust is a financial holding company with
assets of approximately $28 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 Chicago Shore 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.
Forward-looking statements speak only as of the date made and
Wintrust undertakes no duty to update the information.
Additional Information for CSC
Stockholders
This communication is not a solicitation of a
proxy from any stockholder of CSC. In connection with the
definitive agreement, stockholders of CSC will receive a proxy
statement. CSC STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT
AND ANY OTHER RELEVANT MATERIALS SENT TO CSC STOCKHOLDERS WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. This communication shall not
constitute an offer to sell or the solicitation of an offer to buy
any securities.
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
James Aldrich, Chairman and CEO – Chicago Shore Corporation, (312) 280-0360
Wintrust Website address: www.wintrust.com
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