On March 10, 2020, First Midwest Bancorp, Inc. (“First Midwest”) issued a press release announcing that it completed its previously announced acquisition of Bankmanagers Corp. (“Bankmanagers”) and its wholly owned subsidiary, Park Bank, headquartered in Milwaukee, Wisconsin, in accordance with the Agreement and Plan of Merger entered into on August 27, 2019 (the “Merger Agreement”). At closing, Bankmanagers had approximately $1.1 billion of total assets, $1.0 billion of deposits and $720 million of loans.
Under the terms of the Merger Agreement, each share of Bankmanagers common stock converted into the right to receive 29.9675 shares of First Midwest common stock, plus $623.02 of cash (of which $346.00 per share was paid by Bankmanagers to its shareholders by a special cash dividend immediately prior to closing, as permitted under the Merger Agreement). Based on the number of shares of Bankmanagers common stock outstanding immediately prior to closing, First Midwest is issuing approximately 4.9 million shares of First Midwest common stock in connection with the merger, resulting in an aggregate purchase price of approximately $174 million calculated using First Midwest’s closing stock price on March 9, 2020.
The press release, dated March 10, 2020, is attached to this report as Exhibit 99.1.
Item 9.01Financial Statements and Exhibits.
Forward-Looking Statements
This current report on Form 8-K, including the exhibit 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. 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.
Forward-looking statements are subject to certain risks, uncertainties and assumptions, including those discussed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in First Midwest’s annual report on Form 10-K for the year ended December 31, 2019, as well as subsequent filings made with the Securities and Exchange Commission. These risks and uncertainties are not exhaustive, and other sections of these reports describe additional factors that could adversely impact First Midwest’s business and financial performance.
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