Filed by First Community Financial Partners, Inc.
pursuant to Rule 425 under the Securities Act of 1933,
as amended, and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Companies:
Burr Ridge Bank & Trust
First Community Bank of Homer Glen & Lockport
First Community Bank of Plainfield
[LOGO]
FOR IMMEDIATE RELEASE
August 28, 2012
Joliet, Illinois
On August 27, 2012, First Community Financial Partners, Inc. (OTC:
FCMP) entered into definitive agreements with Burr Ridge Bank and
Trust, First Community Bank of Homer Glen & Lockport and First
Community Bank of Plainfield, each a non-wholly owned banking
subsidiary, to merge the three banks and First Community Bank of
Joliet, a wholly owned banking subsidiary, into a consolidated
organization to be called First Community Financial Bank. The
consolidated organization will be wholly owned by First Community
Financial Partners. The four banks will operate under a single
charter following the receipt of bank regulatory approval, SEC
approval, approval of the shareholders of the banking subsidiaries and
certain other closing conditions. The transaction is expected to
close in the first quarter of 2013. Each bank will retain its local
community bank identity.
The combined First Community Financial Bank charter will have the
ability to provide its customers a greater range of products, services
and access to expertise than any of the banks could provide
individually.
"The merger plan represents the next stage in First Community
Financial Partners' evolution as a dynamic financial institution. By
taking this step we will be better positioned to pursue our mission of
providing superior, community-based financial services," said George
Barr, Chairman of the Board, First Community Financial Partners.
Under the terms of the definitive agreements, First Community
Financial Partners will acquire all outstanding shares of common stock
of the non-wholly owned bank subsidiaries that it does not currently
own. The shareholders of the non-wholly owned bank subsidiaries
(other than First Community Financial Partners) will receive (a) 2.81
shares of First Community Financial Partners common stock in exchange
for each share of common stock of Burr Ridge Bank and Trust, (b) 1.20
shares of First Community Financial Partners common stock in exchange
for each share of common stock of First Community Bank of Homer Glen &
Lockport, (c) 2.30 shares of First Community Financial Partners common
stock in exchange for each share of common stock of First Community
Bank of Plainfield and (d) 305.90 shares of First Community Financial
Partners common stock in exchange for each share of convertible
preferred stock of First Community Bank of Plainfield that it does not
currently own. As a result, approximately 4,000,500 new shares of
First Community Financial Partners common stock will be issued.
First Community Financial Partners will also issue restricted stock
units in exchange for all outstanding options to acquire shares of
common stock of each of the non-wholly owned bank subsidiaries.
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If you would like more information about this topic, or to schedule an
interview with Patrick J. Roe, President & CEO, First Community
Financial Partners, please contact Patrick J. Roe at 815.725.0123 or
at proe@fcbankgroup.com.
Stifel Nicolaus Weisel acted as financial adviser to First Community
Financial Partners and Schiff Hardin LLP acted as its legal adviser.
Monroe Securities, Inc. acted as financial adviser to the non-wholly
owned banking and Vedder Price P.C. acted as their legal adviser.
Safe Harbor
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Any statements other than statements of historical facts, including
statements about management's beliefs and expectations, are
forward-looking statements and should be evaluated as such. These
statements are made on the basis of management's views and assumptions
regarding future events and business performance. Words such as
"estimate," "believe," "anticipate," "expect," "intend," "plan,
"target," "project," "should," "may," "will" and similar expressions
are intended to identify forward-looking statements. Forward-looking
statements (including oral representations) involve risks and
uncertainties that may cause actual results to differ materially from
any future results, performance or achievements expressed or implied
by such statements. These risks and uncertainties include the ability
of First Community Financial Partners, Inc. (the "Company") to
complete the acquisition of the shares of stock of Burr Ridge Bank and
Trust, First Community Bank of Homer Glen & Lockport and First
Community Bank of Plainfield not owned by the Company (collectively,
the "Non-Wholly Owned Banks"), successfully integrate the operations
of the Company, the Non-Wholly Owned Banks and First Community Bank of
Joliet ("Joliet"), a wholly owned subsidiary of the Company, and
realize the synergies from the acquisition, as well as a number of
other factors related to the businesses of the Company, the Non-Wholly
Owned Banks and Joliet, including various risks to stockholders of not
receiving dividends and risks to the Company's ability to pursue
growth opportunities if the Company continues to pay dividends
according to the current dividend policy; various risks to the price
and volatility of the Company's common stock; the amount of debt and
the Company's ability to repay or refinance it or incur additional
debt in the future; the Company's need for cash to service and repay
the debt and to pay dividends on the Company's common stock and
preferred stock; risks associated with the Company's possible pursuit
of acquisitions; economic conditions in the Company's, Joliet's and
the Non-Wholly Owned Bank's service areas; system failures; losses of
large customers; disruptions in the relationship with third party
vendors; losses of key management personnel and the inability to
attract and retain highly qualified management and personnel in the
future; changes in the extensive governmental legislation and
regulations governing banking; high costs of regulatory compliance;
the impact of legislation and regulatory changes on the banking
industry; and liability and compliance costs regarding banking
regulations.
Many of these risks are beyond management's ability to control or
predict. All forward-looking statements attributable to the Company,
Joliet or the Non-Wholly Owned Banks or persons acting on behalf of
each of them are expressly qualified in their entirety by the
cautionary statements and risk factors contained in this
communication. Because of these risks, uncertainties and assumptions,
you should not place undue reliance on these forward-looking
statements. Furthermore, forward-looking statements speak only as of
the date they are made. Except as required under the federal
securities laws or the rules and regulations of the Securities and
Exchange Commission, we do not undertake any obligation to update or
review any forward-looking information, whether as a result of new
information, future events or otherwise.
Prospectus/Proxy Statement
--------------------------
This material is not a substitute for the prospectus/proxy statement
the Company will file with the Securities and Exchange Commission.
INVESTORS IN THE COMPANY OR THE NON-WHOLLY OWNED BANKS ARE URGED TO
READ THE PROSPECTUS/PROXY STATEMENT, WHICH WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING DETAILED RISK FACTORS, WHEN IT BECOMES
AVAILABLE. The prospectus/proxy statement and other documents which
will be filed by the Company with the Securities and Exchange
Commission will be available free of charge at the Securities and
Exchange Commission's website, www.sec.gov, or by directing a request
when such a filing is made to First Community Financial Partners,
Inc., 2801 Black Road Joliet, IL 60435, Attention: Glen Stiteley,
Corporate Secretary. A final proxy statement will be mailed to the
stockholders of the Non-Wholly Owned Banks.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.
Proxy Solicitation
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The Non-Wholly Owned Banks and their respective directors, executive
officers and other employees may be deemed to be participants in the
solicitation of proxies in connection with the proposed transaction.
Information about the directors and executive officers of the
Non-Wholly Owned Banks will be available in the prospectus/proxy
statement when it becomes available.