Form 8-K MB FINANCIAL INC /MD For: Nov 20

23 Nov 2015 | Author: | No comments yet »

MB Financial Acquires American Chartered Bancorp.

CHICAGO, Nov. 22, 2015 (GLOBE NEWSWIRE) — MB Financial, Inc. (“MB Financial”) (Nasdaq:MBFI) and American Chartered Bancorp, Inc. (“American Chartered”) announced the signing of a definitive merger agreement whereby MB Financial will acquire American Chartered and its wholly owned bank subsidiary, American Chartered Bank, in a stock and cash transaction valued at approximately $449 million, or $9.30 per share.That amounts to 2.35 times American Chartered’s book value—a valuation closer to what banks were fetching before the financial crisis and far above what Chicago-area lenders have been selling for since.

Founded in 1987, American Chartered is a privately-held commercial bank focused on serving Chicago’s middle-market and emerging middle-market business community. The acquisition of American Chartered likely will make Chicago-based MB Financial the commercial-banking leader among Chicago’s quartet of publicly traded, mid-sized banks.

American Chartered operates 15 banking offices and has approximately $2.8 billion in total assets, $2.2 billion in deposits, of which half are non-interest-bearing, and $2.0 billion in loans. It follows MB Financial’s $680 million purchase last year of the parent of Cole Taylor Bank, which substantially beefed up MB Financial’s business lending team and capabilities. This partnership will provide American Chartered’s commercial bankers and customers with access to MB Financial’s expanded product suite including, for example, capital markets, treasury management and international banking.

It is unquestionably the commercial banking leader among those privately held lenders, with a heavy focus on lending to privately owned, mid-sized businesses. Approximately $100 million of the total consideration will be paid in cash, with the remainder in MB Financial common stock at a fixed exchange ratio of 0.2732 shares of MB Financial common stock for each American Chartered share. The valuation is substantially above the 1.8 times book value that MB Financial paid for Cole Taylor, which was more than twice American Chartered’s size. But Cole Taylor’s business banking operation, which MB Financial CEO Mitch Feiger coveted, came with a large mortgage lending operation he didn’t want. Sandler O’Neill & Partners is acting as financial advisor to MB Financial and Silver, Freedman, Taff & Tiernan is serving as its legal counsel with respect to the transaction.

When used in this press release and in documents filed with or furnished to the Securities and Exchange Commission (the “SEC”), in other press releases or other public shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases “believe,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “plans,” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may relate to future financial performance, strategic plans or objectives, revenues or earnings projections, or other financial information.

By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the statements. Statements about the expected timing, completion and effects of the proposed merger and all other statements in this release other than historical facts constitute forward-looking statements.

MB Financial does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date on which the forward-looking statement is made. When filed, this document and other documents relating to the merger filed by MB Financial with the SEC can be obtained free of charge from the SEC’s website at www.sec.gov. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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