Wintrust Financial Corporation Announces Plans to Acquire Countryside Bank
July 25 2019 - 6:30PM
Wintrust Financial Corporation (“Wintrust”) (Nasdaq: WTFC) today
announced the signing of a definitive agreement to acquire SBC,
Incorporated (“SBC”). SBC is the parent company of
Countryside Bank, an Illinois state-chartered bank, which operates
six banking offices located in the communities of Countryside,
Burbank, Darien, Homer Glen, Oak Brook and Chicago, Illinois.
As of March 31, 2019, Countryside Bank had approximately $594
million in assets, approximately $411 million in loans and
approximately $509 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. Countryside Bank has a great
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.”
John D. Wheeler, SBC’s President & CEO,
stated, “Countryside Bank’s motto is ‘It’s Grow Time’ and this
partnership will continue that promise. We are excited about the
opportunity to combine resources with Wintrust and look forward to
partnering with a community-focused organization that is
like-minded in its philosophy of offering highly personalized
banking services and with the financial capabilities to support
further expansion.” Mr. Wheeler emphasized that by joining
forces with Wintrust, “the transaction allows us to continue
focusing on serving our customers, while becoming part of a larger
successful Chicagoland banking organization. We clearly see
benefits for our customers and we look forward to joining the
Wintrust family.”
Terms of the Transaction
Subject to possible adjustment, the aggregate
purchase price to SBC shareholders is currently estimated to be
approximately $90.5 million. In the transaction, each share
of SBC 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
certain other closing conditions, the transaction is expected to
close in the fourth quarter of 2019, and it is not expected to have
a material effect on Wintrust’s 2019 earnings per share.
Advisors
Sandler O’Neill + Partners, L.P. acted as
exclusive financial advisor to SBC in the transaction. Barack
Ferrazzano Kirschbaum & Nagelberg LLP acted as SBC’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 $33 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 SBC 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 SBC, 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
SBC 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.
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
John D. Wheeler, President & CEO – SBC, Incorporated, (708) 485-3100
Wintrust Website address: www.wintrust.com
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