Wintrust Financial Corporation Announces the Closing of the Acquisition of Countryside Bank
November 01 2019 - 4:10PM
Wintrust Financial Corporation (“Wintrust”) (Nasdaq: WTFC) today
announced the completion of its previously announced acquisition of
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 October 31,
2019, Countryside Bank had approximately $578 million in assets,
approximately $434 million in loans and approximately $501 million
in deposits.
Edward J. Wehmer, President and CEO of Wintrust,
said, “This transaction further develops our market presence in the
western suburbs of the Chicago metropolitan area. Countryside Bank
has a long history of 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
combining resources with Wintrust, with its financial capabilities
to support further expansion, and continuing to offer highly
personalized banking services.” 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.”
Terms of the Transaction
The aggregate purchase price to SBC shareholders
is approximately $95.2 million. In the transaction, each share of
SBC common stock outstanding at the time of the merger was
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. The transaction
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 $35 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 170 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 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 subsequently filed quarterly report on Form 10-Q.
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) 939-9000David A. Dykstra, COO –
Wintrust Financial Corporation, (847) 939-9000John D. Wheeler,
President & CEO – SBC, Incorporated, (708) 485-3100Wintrust
Website address: www.wintrust.com
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