On August 27, 2019, First Midwest Bancorp, Inc., a Delaware corporation (the “Company” or “First Midwest”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Bankmanagers Corp., a Wisconsin corporation (“Bankmanagers”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Bankmanagers will merge with and into the Company, with the Company continuing as the surviving entity (the “Merger”). Following the Merger, Park Bank, a wholly owned subsidiary of Bankmanagers, will merge with and into First Midwest Bank, a wholly owned subsidiary of the Company, with First Midwest Bank continuing as the surviving bank. The Merger Agreement was unanimously approved by the board of directors of each of the Company and Bankmanagers.
Subject to the terms, conditions and adjustments set forth in the Merger Agreement, at the effective time of the Merger, holders of Bankmanagers common stock will have the right to receive 29.9675 shares of Company common stock, par value $0.01 per share, for each share of Bankmanagers common stock, plus a cash amount equal to $623.02 (collectively, the “Per Common Share Consideration”). The stock portion of the Per Common Share Consideration is fixed. The cash portion of the Per Common Share Consideration is subject to adjustment as described in the Merger Agreement.
The Merger Agreement contains representations, warranties and covenants of both First Midwest and Bankmanagers. The completion of the Merger is subject to approval of Bankmanagers shareholders, regulatory approvals and customary closing conditions.
Additional details regarding the Merger, the Merger Agreement and certain ancillary agreements, including voting agreements and restrictive covenants agreements, entered into in connection with the Merger Agreement, will be described in a proxy statement/prospectus to be filed with the Securities and Exchange Commission and provided to Bankmanagers shareholders.
On August 28, 2019, First Midwest issued a press release announcing the execution of the Merger Agreement and provided summary materials relating to the transaction and certain other matters. A copy of the press release is attached to this report as Exhibit 99.1 and a copy of the summary materials is attached as Exhibit 99.2, both of which are incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
Forward-Looking Statements
This current report on Form 8-K, including the exhibits attached hereto, as well as any oral statements made by or on behalf of First Midwest, may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those relating to First Midwest’s proposed acquisition of Bankmanagers, including the costs and benefits associated therewith and the timing thereof. In some cases, forward-looking statements can be identified by the use of words such as “may,” “might,” “will,” “would,” “should,” “could,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “outlook,” “predict,” “project,” “probable,” “potential,” “possible,” “target,” “continue,” “look forward,” or “assume” and words of similar import. Forward-looking statements are not historical facts or guarantees of future performance or outcomes, but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control. It is possible that actual results and events may differ, possibly materially, from the anticipated results or events indicated in these forward-looking statements. First Midwest cautions you not to place undue reliance on these statements. Forward-looking statements speak only as of the date made, and First Midwest undertakes no obligation to update any forward-looking statements to reflect new information, events or conditions.
