EXHIBIT 99.1
------------
[WINTRUST FINANCIAL CORPORATION LETTERHEAD]
FOR IMMEDIATE RELEASE
- ---------------------
October 1, 2003
FOR MORE INFORMATION CONTACT:
Edward J. Wehmer, President/CEO - Wintrust Financial Corporation,
(847) 615-4096
David A. Dykstra, Senior EVP/COO - Wintrust Financial Corporation,
(847) 615-4096
Gary E. Umlauf, President/CEO - Advantage National Bancorp, Inc.,
(847) 364-0100
WINTRUST FINANCIAL CORPORATION ANNOUNCES CLOSING OF
ACQUISITION OF ADVANTAGE NATIONAL BANCORP, INC.
---------------------------------------------------
LAKE FOREST, ILLINOIS - Wintrust Financial Corporation ("Wintrust")
(Nasdaq: WTFC) announced today the completion of its previously announced
acquisition of 100% of the ownership interest of Advantage National Bancorp,
Inc. ("Advantage") in a stock merger transaction. Advantage is the parent
company of Advantage National Bank that has locations in Elk Grove Village and
Roselle, Illinois.
Advantage National Bank is a de novo bank that began operations in
January, 2001 and had total assets of approximately $107.5 million as of June
30, 2003. Advantage National Bank is being operated as a separately chartered
bank subsidiary of Wintrust. The merger allows Wintrust to expand into the
desirable northwest Chicago metropolitan area through a bank that has a
dedicated board of directors and management team and an operating culture that
has proven successful and is well positioned for future growth.
Edward J. Wehmer, President and CEO of Wintrust, and Gary E. Umlauf,
Advantage's President and CEO, indicated "This transaction is a win-win
situation for both companies and more importantly for our customers. In both
firms, the clients' interests always come first and both organizations share a
common market philosophy of community banking. As we have worked together since
announcing the
transaction, we have become even more convinced about the excellent fit of this
merger for our two companies."
Under the terms of the merger agreement, each share of Advantage common
stock outstanding was converted into the right to receive 0.757 shares of
Wintrust's common stock. The purchase price consists of approximately 670,900
shares of Wintrust's common stock to be issued in exchange for Advantage common
stock and $0.4 million of cash paid for outstanding Advantage warrants. The
shares issued in the transaction have been registered under the Securities Act
of 1933. Consummation of the transaction is not expected to have a material
impact on Wintrust's 2003 or 2004 earnings per share.
ABOUT WINTRUST
- --------------
Wintrust is a financial holding company whose common stock is traded on
the Nasdaq Stock Market(R) and that has assets of $4.1 billion. In addition to
the Advantage merger, it has seven suburban Chicago community bank subsidiaries,
each of which was founded as a de novo bank since December 1991, located in the
following markets -- Lake Forest Bank & Trust Company, Hinsdale Bank & Trust
Company, North Shore Community Bank & Trust Company in Wilmette, Libertyville
Bank & Trust Company, Barrington Bank & Trust Company, Crystal Lake Bank & Trust
Company and Northbrook Bank & Trust Company. The banks also operate facilities
in Lake Bluff, Highland Park, Hoffman Estates, Highwood, Glencoe, Winnetka,
Clarendon Hills, Western Springs, Skokie, Wauconda, Cary, McHenry and Riverside,
Illinois. Additionally, the Company operates various non-bank subsidiaries.
First Insurance Funding Corporation, one of the largest commercial insurance
premium finance companies operating in the United States, serves commercial loan
customers throughout the country. Tricom, Inc. of Milwaukee provides short-term
accounts receivable financing and value-added out-sourced administrative
services, such as data processing of payrolls, billing and cash management
services, to temporary staffing service clients located throughout the United
States. Wayne Hummer Investments, LLC is a broker-dealer providing a full range
of private client and brokerage services to clients located primarily in the
Midwest. Focused Investments LLC is a broker-dealer that provides a full range
of investment solutions to clients through a network of community-based
financial institutions throughout the Midwest. Wayne Hummer Asset Management
Company provides money management services and advisory services to individual
accounts as well as the Wayne Hummer Companies' four proprietary mutual funds.
Wayne Hummer Trust Company, a trust subsidiary, allows Wintrust to service
2
customers' trust and investment needs at each banking location. Wintrust
Information Technology Services Company provides information technology support,
item capture and statement preparation services to the Wintrust subsidiaries.
Including the two Advantage locations, Wintrust operates a total of 34
banking offices and is in the process of constructing several additional branch
facilities. All of the Company's banking subsidiaries are locally managed with
large local boards of directors. Wintrust Financial Corporation has been one of
the fastest growing de novo bank groups in Illinois.
Forward-Looking Information
---------------------------
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 relating to
Wintrust's planned acquisition of Advantage National Bancorp, Inc. and its
subsidiary, the combination of their businesses with Wintrust, as well as growth
strategies and earnings outlook. Actual results could differ materially from
those addressed in the forward-looking statements due to factors such as
unexpected difficulties or delays in completing the acquisition, unforeseen
difficulties in integrating the operations of Advantage or higher than expected
operational costs, unanticipated departures of senior officers of Advantage or
loss of other key personnel, changes in economic conditions, unanticipated
changes in interest rates that negatively impact growth, competition and the
related pricing of other banking products, future events that may cause
unforeseen losses on loans or other customer advances, slower than anticipated
development and growth of Advantage's business or unanticipated business
declines. Therefore, there can be no assurances that future actual results will
correspond to these forward-looking statements, and Wintrust undertakes no
obligation to publicly update these statements. This press release should be
reviewed in conjunction with Wintrust's Annual Report on Form 10-K, quarterly
reports on Form 10-Q and other publicly available information regarding
Wintrust, copies of which are available from Wintrust upon request. Such
publicly available information provides additional information regarding risks
and uncertainties related to the Wintrust's business that should be considered
in evaluating "forward-looking statements."
# # #
3
NOTE: THE FOLLOWING NOTICE IS INCLUDED TO MEET CERTAIN LEGAL REQUIREMENTS
- -------------------------------------------------------------------------
Wintrust will be filing a registration statement with the Securities and
Exchange Commission in connection with its previously announced proposed
acquisition of Village Bancorp, Inc. ("Village") in a stock merger transaction.
The registration statement will include a proxy statement/prospectus that will
be sent to the stockholders of Village seeking their approval of the proposed
transaction. Stockholders of Village are advised to read the important
information concerning the proposed transaction contained in the proxy
statement/prospectus and other documents filed by Wintrust with the Securities
and Exchange Commission when they become available. When filed, these documents
can be obtained free of charge from the web site maintained by the Securities
and Exchange Commission at http://www.sec.gov or upon written request to
Wintrust Financial Corporation, Attn: Investor Relations, 727 North Bank Lane,
Lake Forest, Illinois 60045 or by calling (847) 615-4096, or upon written
request to Village Bancorp, Inc., Attn: President, 311 South Arlington Heights
Road, Arlington Heights, Illinois 60005 or by calling (847) 483-6000.
4