Wintrust Financial Corporation Announces the Closing of the Acquisition of Oak Bank
May 24 2019 - 4:15PM
Wintrust Financial Corporation (“Wintrust”) (Nasdaq: WTFC) today
announced the completion of its previously announced acquisition of
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 March 31, 2019, Oak
Bank had approximately $201 million in assets, approximately $141
million in loans and approximately $163 million in deposits.
Edward J. Wehmer, President and CEO of Wintrust,
said, “This transaction expands 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 very pleased to become a member of the Wintrust banking
family. This transaction brings together two like-minded
banking organizations as to their 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.”
Terms of the Transaction
The aggregate purchase price (which takes into
account the appreciated value of the real property located in the
Gold Coast neighborhood of Chicago) was approximately $46.0
million. Shares of ROC common stock outstanding at the time
of the merger were converted into the right to receive per share
merger consideration paid in cash.
Coincidentally with the closing of the ROC
acquisition, the shares of Oak Bank held directly by individual
minority shareholders were redeemed by ROC for the right to receive
cash for an aggregate redemption value of approximately $8.7
million, leaving Oak Bank as a wholly-owned subsidiary of ROC at
the time of closing.
The transaction 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 $32 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, Wintrust
operates various non-bank business units including business units
which provide commercial and life insurance premium financing in
the United States, a premium finance company operating in 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 and qualified intermediary
services for tax-deferred exchanges.
Forward-Looking Information
This press release contains forward-looking
statements within the meaning of the federal securities laws
relating to the 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 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) 939-9000David 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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