-Hinsdale, Illinois, December 16, 1997, Alliance Bancorp
(Nasdaq:ABCL), announced today that it has agreed to acquire
Southwest Bancshares Inc. (Nasdaq:SWBI). In a joint release
today, Kenne P. Bristol, President and Chief Executive Officer of
Alliance Bancorp, and Richard E. Webber, President and Chief
Financial Officer of Southwest Bancshares, Inc. announced that
their respective boards of directors have unanimously approved a
definitive agreement to merge the two institutions. Pursuant to
the merger agreement, which is subject to shareholder and
regulatory approval, each share of Southwest Bancshares, Inc.
Common Stock will be exchanged for 1.1981 shares of Alliance
Bancorp Common Stock, subject to adjustment as provided in the
merger agreement. Based on the current market value of Alliance
Bancorp Common Stock the transaction has a current value of
$31.75 per share. Following the merger, Alliance will have 20
offices in Chicago and surrounding suburbs, with approximately
$1.8 billion in assets and $1.3 billion in deposits, making it
the third largest independent thrift institution in the Chicago
metropolitan area.
The transaction is valued at approximately $90 million and
will be payable in stock based on Alliance Bancorp Common Stock
price at the closing of the transaction. The transaction will be
accounted for as a pooling of interests for financial accounting
purposes and is expected to close prior to June 30, 1998.
Alliance has the right to terminate the transaction if the
average share price of Alliance Common Stock prior to closing is
less than $19.875 per share, unless Southwest agrees to accept an
exchange ratio of 1.3579 shares of Alliance Bancorp Common Stock.
Concurrent with the execution of the definitive agreement,
Southwest Bancshares has granted Alliance Bancorp an option to
purchase an amount of shares equal to 9.9% of its outstanding
common stock, which option is exercisable in certain
circumstances.
Kenne P. Bristol, President and Chief Executive Officer of
Alliance Bancorp, said, "We view the merger with Southwest
Bancshares as a tremendous opportunity. Our deposits in the
Chicagoland market will increase by approximately 30% and the
Southwest customer base provides us with great potential for the
marketing of loan products, fee-based services such as mutual
funds, and transaction account products, all of which we have
successfully marketed to our customer base." Fredric G. Novy,
Alliance Bancorp's Chairman said, "We believe this will create
excellent opportunities for future growth in both earnings per
share and long-term shareholder value."
Richard E. Webber, President and Chief Financial Officer of
Southwest Bancshares, said "We are pleased to join with Alliance
Bancorp, a company which shares our own community-oriented
banking philosophy. The selection of Alliance Bancorp as a
merger partner allows us to serve our customers and markets with
expanded products, allows our employees to join a growing
organization and provides our shareholders with an opportunity to
benefit from the growth of the combined company which we believe
will result in increased long-term value."
Mr. Webber will be continuing as a board member of the
combined organization. Mr. Bristol and Mr. Webber emphasized the
following benefits of the merger:
- -- Immediate accretion to earnings per share;
- -- Achievement of economies of scale generated from cost
efficiencies and Alliance's product delivery and processing
systems;
- -- A significant opportunity to sell Alliance's fee generating
deposit services and investment products to Southwest's customer
base;
- -- The utilization of Southwest's stable core deposit base to
profitably enhance Alliance's excellent asset-generating
capabilities in mortgage and home equity loan products;
- -- The combined equity to assets ratio, offering growth
opportunities for the future.
"Southwest is also an excellent fit with our strategic
priorities," Bristol continued. "While both companies serve the
Chicago area market, there is very little geographic overlap.
Therefore, the combination represents a substantial expansion of
Alliance's market area. Both companies place a high priority on
serving the individual financial goals of their local customers.
Having this common focus between organizations at the onset will
create immediate benefits for customers and shareholders."
As of September 30, 1997, Southwest Bancshares Inc.,
through its wholly owned subsidiary, Southwest Federal Savings
and Loan of Chicago, had approximately $375 million in assets,
$275 million in deposits, and $43 million in stockholders'
equity. Southwest operates 6 offices in Cook County, Illinois,
where 7 of Alliance's offices are also located. The Common Stock
of Southwest Bancshares is traded on the Nasdaq National Market
Tier of the Nasdaq Stock Market under the symbol SWBI. Alliance
is the parent holding company of Liberty Federal Bank which is
headquartered in Hinsdale, Illinois. Alliance Bancorp had assets
of $1.4 billion, deposits of $998 million and stockholders'
equity of $129 million as of September 30, 1997, providing
complete financial services through offices located in Cook and
Du Page counties, Illinois and will be opening a new office in
Naperville in mid 1998. The common stock of Alliance Bancorp is
traded on the Nasdaq National market Tier of the Nasdaq Stock
Market under the symbol ABCL.
CONTACT: Kenne P. Bristol, President and Chief Executive
Officer, Alliance Bancorp, or
Richard A. Hojnicki, Executive Vice President and
Chief Financial Officer of Alliance Bancorp at
(630) 794-8776 and (630) 794-8758 respectively.
Richard E. Webber, President and Chief Financial
Officer, Southwest Bancshares, or Ronald D.
Phares, Vice President & Investor Relations,
Southwest Bancshares at (708) 636-2700