Wintrust Financial Corporation
727 North Bank Lane, Lake Forest, Illinois 60045
FOR IMMEDIATE RELEASE
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February 20, 2002
FOR MORE INFORMATION CONTACT:
Edward J. Wehmer, President/CEO - Wintrust Financial Corporation, (847) 615-4096
David A. Dykstra, CFO - Wintrust Financial Corporation, (847) 615-4096
Raymond L. Kratzer, Managing Principal - Wayne Hummer Investments LLC,
(800) 621-4477
WINTRUST FINANCIAL CORPORATION ANNOUNCES CLOSING OF
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ACQUISITION OF WAYNE HUMMER INVESTMENTS LLC AND
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WAYNE HUMMER MANAGEMENT COMPANY
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LAKE FOREST, ILLINOIS - Wintrust Financial Corporation (Wintrust)
(Nasdaq: WTFC) announced today the completion of its previously announced
pending acquisition of 100% of the ownership interest of Wayne Hummer
Investments LLC, Wayne Hummer Management Company and Focused Investments LLC
(collectively the "Wayne Hummer Companies"). The Wayne Hummer Companies are
based in Chicago, Illinois and have seventy-one years' history of providing
financial services. Interestingly, Wayne Hummer Investments was founded exactly
seventy-one years ago today, on February 20, 1931. The Wayne Hummer brand name
is well known and respected in the Chicago metropolitan area and its client base
is nationwide. In fact, Wayne Hummer Investments is the oldest brokerage firm
headquartered in Chicago that has continuously operated using the same brand
name. Accordingly, Wintrust intends to use the Wayne Hummer name in its
brokerage, trust and asset management operations.
Edward J. Wehmer, President and CEO of Wintrust, and Raymond L.
Kratzer, Wayne Hummer Investment's Managing Principal, indicated that "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. As we
have worked together since announcing the transaction, we have become even more
convinced about the positive impact this merger will have on the combined
organization."
The purchase price of $28 million consists of $8 million of cash,
508,495 shares of Wintrust's common stock and $5 million of deferred cash
payments to be made over a three-year period subsequent to the closing date.
Wintrust could pay additional contingent considerations upon the attainment of
certain performance objectives over the next five years. The shares issued in
the transaction will not be registered under the Securities Act of 1933 and will
be restricted until
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a resale registration statement is filed and declared effective by the
Securities and Exchange Commission that is expected to be completed shortly.
Additionally, the Wayne Hummer mutual fund shareholders are required to vote on
the continuation of the investment advisory contracts after the closing.
The transaction is expected to be slightly accretive to Wintrust's 2002
earnings. Additional positive impact should be experienced to the extent that
amounts currently invested in the money market mutual funds are transferred into
bank deposits and invested in earning assets at Wintrust banks.
Wintrust is a $2.7 billion asset financial holding company whose common
stock is traded on the Nasdaq Stock Market(R). In addition to the Wayne Hummer
Companies, Wintrust operates seven community banks and three other non-bank
subsidiaries. Its seven suburban Chicago community bank subsidiaries, each of
which was founded as a de novo bank beginning in December 1991, are located in
high income retail markets -- Lake Forest Bank and Trust Company, Hinsdale Bank
and Trust Company, North Shore Community Bank and Trust Company in Wilmette,
Libertyville Bank and Trust Company, Barrington Bank and Trust Company, Crystal
Lake Bank and Trust Company and Northbrook Bank and Trust Company. The banks
also operate facilities in Lake Bluff, Highwood, Glencoe, Winnetka, Clarendon
Hills, Western Springs, Skokie, Wauconda, McHenry and Hoffman Estates, Illinois.
Additionally, Wintrust operates three 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. Wintrust Asset Management Company, N.A., a trust
subsidiary, allows Wintrust to serve customers' trust and investment needs at
each banking location. Tricom, Inc. 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. Currently,
Wintrust operates a total of 30 banking offices and is in the process of
constructing several additional banking facilities. All of Wintrust's banking
subsidiaries are locally managed with large local boards of directors.
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
integration of the Wayne Hummer Companies with 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,
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unanticipated changes in interest rates that negatively impact growth,
competition and the related pricing of brokerage and asset management products,
future events that may cause unforeseen losses on margin or other customer
advances, slower than anticipated development and growth of WHI and WHMC
business or unanticipated business declines, unforeseen difficulties in
integrating the acquisition or higher than expected operational costs, failure
to obtain mutual fund shareholder approval of investment advisory contract
continuation, difficulties in effecting a transfer of the money market mutual
funds into bank deposit products, unforeseen changes in the securities and asset
management 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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