Wintrust Financial Corporation (“Wintrust”) (Nasdaq: WTFC) today
announced the signing of a definitive agreement to acquire STC
Bancshares Corp. (“STC”). STC is the parent company of STC
Capital Bank, an Illinois state-chartered bank, which operates five
banking offices located in the communities of St. Charles, Geneva
and South Elgin, Illinois. As of March 31, 2019, STC Capital
Bank had approximately $277 million in assets, approximately $204
million in loans and approximately $246 million in deposits.
Edward J. Wehmer, President and CEO of Wintrust,
said, “This transaction is a great opportunity to expand and
complement our market presence in the western suburbs of the
Chicago metropolitan area. STC Capital 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.”
“We are excited about the opportunity to combine
resources with Wintrust,” said Anthony V. Sisto, STC’s
Chairman. “It makes sense in the evolution of our company to
partner with a financial organization that is similarly-minded in
their philosophy of offering highly personalized customer-oriented
banking services with financial capabilities to support further
expansion.” Christopher D. Woelffer, STC’s President
emphasized that “By joining forces with Wintrust, STC Capital
Bank’s customers will not only retain very high levels of customer
service but will also gain access to a wider range of products and
services. We clearly see benefits for our customers,
shareholders and employees and we look forward to joining the
Wintrust family.”
Terms of the Transaction
Subject to possible adjustment, the aggregate
purchase price (including the value of in-the-money outstanding
unexercised stock options) to STC shareholders is currently
estimated to be approximately $47.7 million. In the merger,
each share of STC common stock outstanding will be converted into
the right to receive merger consideration paid in a combination of
approximately 50% cash and 50% shares of Wintrust common stock
based on Wintrust’s average trading price at closing determined in
accordance with the merger agreement.
Subject to approval by banking regulators and
STC’s shareholders and certain other closing conditions, the
transaction is expected to close in the third quarter of 2019, and
it is not expected to have a material effect on Wintrust’s 2019
earnings per share.
Advisors
D.A. Davidson & Co. acted as exclusive
financial advisor to STC in the transaction and provided a fairness
opinion to its Board of Directors. Barack Ferrazzano
Kirschbaum & Nagelberg LLP acted as STC’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 Private Securities Litigation
Reform Act of 1995. These statements include statements
relating to the proposed acquisition of STC and its integration
with Wintrust, the combination of their businesses and projected
revenue, as well as profitability and earnings outlook. The
words “may,” “continue,” “estimate,” “intend,” “plan,” “seek,”
“will,” “believe,” “project,” “expect,” “anticipate” and similar
expressions are intended to identify forward-looking
statements. These statements are subject to inherent risks
and uncertainties that could cause actual results to differ
materially from those anticipated at the date of this press
release. These risks and uncertainties include, but are not
limited to, the following: the risk that the proposed transaction
may not be completed in a timely manner, or at all; the failure to
satisfy the conditions precedent to the consummation of the
proposed transaction, including, without limitation, the receipt of
stockholder and regulatory approvals; unanticipated difficulties or
expenditures relating to the proposed transaction; legal
proceedings, including those that may be instituted against
Wintrust or STC, its board of directors, its executive officers and
others following the announcement of the proposed transaction;
disruptions of current plans and operations caused by the
announcement and pendency of the proposed transaction; potential
difficulties in employee retention due to the announcement and
pendency of the proposed transaction; the response of customers,
suppliers and business partners to the announcement of the proposed
transaction; risks related to diverting management’s attention from
STC or Wintrust’s ongoing business operations; and other factors
described in Wintrust’s annual report on Form 10-K for Wintrust’s
fiscal year ended December 31, 2018 filed with the SEC and
Wintrust’s quarterly report on Form 10-Q for Wintrust’s quarterly
period ended March 31, 2019. Investors are cautioned that
such statements are predictions and actual events or results may
differ materially. The forward-looking statements included in this
press release speak only as of the date made and Wintrust
undertakes no duty to update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as required by law. Readers are cautioned not to
place undue reliance on forward-looking statements.
Important Additional Information and Where
to Find It
This communication is being made in respect of
the proposed transaction involving Wintrust and STC. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or the solicitation
of any vote or approval. The proposed transaction will be
submitted to STC’s shareholders for their consideration. In
connection therewith, Wintrust intends to file all relevant
materials with the Securities and Exchange Commission (the “SEC”),
including a Registration Statement on Form S-4, which will include
the proxy statement of STC that constitutes a prospectus of
Wintrust (the “proxy statement/prospectus”) and a definitive proxy
statement/prospectus. However, such documents are not
currently available. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, INVESTORS AND
SECURITY HOLDERS OF STC ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders may obtain free copies of the definitive proxy
statement/prospectus, any amendments or supplements thereto and
other documents containing important information about STC and
Wintrust, once such documents are filed with the SEC, through the
website maintained by the SEC at www.sec.gov or by requesting them
in writing or by telephone at the following address and telephone
number: Wintrust Financial Corporation, 9700 W. Higgins Road, Suite
800, Rosemont, Illinois 60018, Attention: Kathleen Boege,
telephone: (847) 939-9000.
Participants in the Solicitation
Wintrust, STC and certain of its respective
directors, executive officers and other members of management and
employees may, under the rules of the SEC, be deemed to be
participants in the solicitation of proxies in connection with the
proposed transaction. Information about the directors and executive
officers of Wintrust is set forth in its proxy statement for its
2019 annual meeting of shareholders, which was filed with the SEC
on April 5, 2019 and in subsequent documents filed with the SEC,
each of which can be obtained free of charge from the sources
indicated above. Other information regarding the participants in
the solicitation of proxies and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the preliminary and definitive proxy
statements/prospectus and other relevant materials to be filed with
the SEC when they become available.
FOR MORE INFORMATION CONTACT:Edward J. Wehmer,
President/CEO – Wintrust Financial Corporation, (847) 939-9000David
A. Dykstra, COO – Wintrust Financial Corporation, (847)
939-9000Anthony V. Sisto, Chairman – STC Bancshares Corp., (630)
377-1555Christopher D. Woelffer, President – STC Bancshares Corp.,
(630) 377-1555Wintrust Website address: www.wintrust.com
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