Wintrust Financial Corporation Announces Plans to Acquire Oak Bank
February 20 2019 - 7:44AM
Wintrust Financial Corporation (“Wintrust”) (Nasdaq: WTFC) today
announced the signing of a definitive agreement to acquire Rush-Oak
Corporation (“ROC”). ROC is the parent company of Oak Bank,
an Illinois state-chartered bank, which was established in 1970 and
operates a banking location in the Gold Coast neighborhood of
Chicago, Illinois. As of December 31, 2018, Oak Bank had
approximately $196 million in assets, approximately $143 million in
loans and approximately $158 million in deposits.
Edward J. Wehmer, President and CEO of Wintrust,
said, “This transaction is a great opportunity to expand our market
presence in the heart of the City of Chicago. Oak Bank has a
wonderful reputation for providing outstanding customer service
using a community banking approach. We look forward to
continuing that tradition and to providing its customers with an
expanded array of products, services and resources.”
Roy E. Curran, President of Oak Bank, stated,
“We are excited about the opportunity to combine resources with
Wintrust. This is a wonderful opportunity to partner with a
successful organization that is like-minded in its philosophy of
offering highly personalized customer-oriented banking
services.” Mr. Curran emphasized that by joining forces with
Wintrust, “the transaction allows us to continue focusing on
serving our customers as we have for nearly 50 years, while at the
same time providing our customers with access to a wider range of
products and services. We see many benefits 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
the real property, which is in a premier location in the Gold Coast
neighborhood of Chicago) to ROC stockholders is currently estimated
to be approximately $46 million. Shares of ROC common stock
outstanding at the time of the merger will be converted into the
right to receive per share merger consideration to be paid in
cash.
The merger agreement also provides that, prior
to closing, the shares of Oak Bank held directly by individual
minority shareholders will be redeemed for cash by ROC for an
aggregate redemption value of approximately $9 million, leaving Oak
Bank as a wholly-owned subsidiary of ROC.
Subject to approval by banking regulators and
ROC’s stockholders and certain other closing conditions, the
transaction is expected to close in the second quarter 2019, and it
is not expected to have a material effect on Wintrust’s 2019
earnings per share.
Advisors
Stephens Inc. acted as exclusive financial
advisor to ROC in the transaction and provided a fairness opinion
to its Board of Directors. Hinshaw & Culbertson LLP acted
as ROC’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 $31 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 160 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 Rush-Oak 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 ROC
Stockholders
This communication is not a solicitation of a
proxy from any stockholder of ROC. In connection with the
definitive agreement, stockholders of ROC will receive a proxy
statement. ROC STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT
AND ANY OTHER RELEVANT MATERIALS SENT TO ROC 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) 939-9000David
A. Dykstra, COO – Wintrust Financial Corporation, (847) 939-9000Roy
E. Curran, President – Rush-Oak Corporation, (312) 440-4038Wintrust
Website address: www.wintrust.com
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