EXHIBIT 99.1
WINTRUST FINANCIAL CORPORATION
727 North Bank Lane, Lake Forest, Illinois 60045
FOR IMMEDIATE RELEASE
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March 31, 2005
FOR MORE INFORMATION CONTACT:
Edward J. Wehmer, President/CEO - Wintrust Financial Corporation, (847) 615-4096
David A. Dykstra, COO - Wintrust Financial Corporation, (847) 615-4096
S. Michael Polanski, President/CEO - First Northwest Bank, (847) 670-1000
Wintrust Website address: www.wintrust.com
WINTRUST FINANCIAL CORPORATION ANNOUNCES CLOSING OF
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ACQUISITION OF FIRST NORTHWEST BANCORP, INC.
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LAKE FOREST, ILLINOIS - Wintrust Financial Corporation ("Wintrust")
(Nasdaq: WTFC) today announced the completion of its previously announced
acquisition of 100% of the ownership interest of First Northwest Bancorp, Inc.
("FNBI"). FNBI is the parent company of First Northwest Bank which has two
locations in Arlington Heights, Illinois. First Northwest Bank began operations
as a de novo bank in 1995 and has total assets of approximately $267 million.
"We are excited about combining resources with Wintrust," said S.
Michael Polanski, First Northwest's President and CEO. "We have continually
sought to enhance our products and services. This is a great partnership with a
successful organization that is similarly-minded in their philosophy of offering
highly personalized customer-oriented retail and commercial banking services.
Wintrust will also provide our bank with financial capabilities to support
further expansion." Mr. Polanski emphasized that by joining forces with
Wintrust, First Northwest Bank's customers will not only continue to deal with
the same banking staff, but will also gain access to a wider range of products
and services. "We clearly see benefits for our customers and employees and we
are glad to be a part of the Wintrust family," he said.
"This transaction is a great opportunity for both companies," stated
Edward J. Wehmer, President and CEO of Wintrust. "Similar to Wintrust's origin,
First Northwest Bank began as a de novo bank and shares our commitment to
community banking and customer service. The physical locations of First
Northwest Bank in Arlington Heights are complementary to our existing Village
Bank and Trust-Arlington Heights location and we expect to merge the two banks
in this community shortly after closing. When added to our existing presence in
the market, the merger will allow Wintrust to have distinct community bank
leadership in the Arlington Heights market with a combined asset level
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exceeding $400 million. First Northwest Bank has a terrific operating culture,
solid growth and profitability, and a dedicated board of directors and
management team."
TERMS OF THE TRANSACTION
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Under the terms of the merger agreement, stockholders of could elect to
receive, in exchange for their shares of FNBI common stock, shares of Wintrust
common stock or a combination of Wintrust common stock and cash. Stockholders
who elected to receive all common stock will have each of their shares of FNBI
common stock converted into 0.425 shares of Wintrust's common stock.
Stockholders electing to receive a combination of Wintrust common stock and cash
will have 60% of their common shares of FNBI converted (on a per share basis)
into 0.425 shares of Wintrust's common stock and 40% of their common shares of
FNBI converted into cash in the amount of $21.44 per share. At the closing, FNBI
had outstanding 2,066,407 shares of common stock, of which 1,637,953 shares will
be converted (on a per share basis) into 0.425 shares of Wintrust's common stock
and 428,454 shares will receive cash in the amount of $21.44 per share. FNBI
also had in-the-money options to acquire approximately 13,800 shares of common
stock at an average exercise price of approximately $5.60. The shares of
Wintrust common stock issued in the transaction have been registered under the
Securities Act of 1933. The consummation of the transaction is not expected to
have a material impact on Wintrust's 2005 earnings per share.
ABOUT WINTRUST
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Wintrust is a financial holding company with assets of approximately $7
billion whose common stock is traded on the Nasdaq Stock Market (Nasdaq: WTFC).
After taking into account the acquisition of FNBI, Wintrust operates fourteen
community bank subsidiaries that are located in the greater Chicago and
Milwaukee market areas. Additionally, the Company operates various non-bank
subsidiaries including one of the largest commercial insurance premium finance
companies operating in the United States, a company providing short-term
accounts receivable financing and value-added out-sourced administrative
services to the temporary staffing services industry, companies engaging
primarily in the origination and purchase of residential mortgages for sale into
the secondary market throughout the United States, and companies providing
wealth management services including broker-dealer, money management services,
advisory services, and trust and estate services. Currently, including the two
offices acquired in this transaction, Wintrust operates a total of 57 banking
offices and is in the process of constructing several additional branch
facilities.
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Forward-Looking Information
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This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 relating to the
acquisition of First Northwest Bancorp, Inc. and integration of First Northwest
Bancorp, Inc. and First Northwest Bank with and into Wintrust, the combination
of their businesses and projected revenue, as well as profitability and earnings
outlook. Actual results could differ materially from those addressed in the
forward-looking statements due to factors such as changes in economic
conditions, unanticipated changes in interest rates that negatively impact
growth, competition and the related origination of loan products, slower than
anticipated development and growth of First Northwest Bancorp, Inc.'s business
or unanticipated business declines, unforeseen difficulties in integrating the
acquisition or higher than expected operational costs, unforeseen changes in the
banking industry, difficulties in adapting successfully to technological changes
as needed to compete effectively in the marketplace, and the ability to attract
and retain experienced key management. Therefore, there can be no assurances
that future actual results will correspond to these forward-looking statements.
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