EXHIBIT 99.1
TCF and Standard Financial Agree to Merge
Creating $10 Billion Company
PR Newswire - March 17, 1997 08:42
MINNEAPOLIS, March 17 /PRNewswire/ -- TCF Financial
Corporation (TCF) (NYSE: TCB) and Standard Financial, Inc.
(Standard) (Nasdaq-NNM: STND) today announced a definitive
agreement to merge, creating a company with a combined $10
billion in assets and providing access to 276 financial
services offices and more than 900 ATMs in five midwestern
states.
The transaction is structured as a cash election merger,
providing for an exchange of TCF common stock and cash
for Standard shares. TCF will be the surviving
corporation in the merger. The transaction is expected
to have an aggregate value, based on the closing price of
TCF common stock on March 14, of approximately $424
million, or approximately $25 per Standard common share.
The transaction value is approximately 160 percent of
Standard's book value. TCF expects the merger to be
accretive to both reported and cash earnings in 1998.
TCF Chairman and Chief Executive Officer William A.
Cooper said that Standard's retail branch network
complements TCF's 35 Illinois bank branches, 26 of which
are in the Chicago area. "This union significantly
expands our profitable and growing Illinois franchise,"
said Cooper. "Chicago has long been an attractive market
for TCF -- a large, urban-based population receptive to
banking convenience -- and Standard has an exemplary
tradition of meeting community banking needs." Cooper
added that no bank branches will be closed in connection
with the merger.
"Joining TCF will accelerate our transformation to a
leading consumer bank, for the benefit of our
shareholders, customers, and the communities we serve,"
said Standard Chairman and President David Mackiewich.
"We will have access to a broader range of products and
services, convenient banking locations -- including
seven-day banking at supermarkets and 248 Cash Station
ATMs -- and the financial resources of a dynamic regional
bank."
"We believe this merger will produce long-term revenue
enhancements and meaningful cost savings," said Cooper.
He noted that the strategic plan for improving the
Chicago franchise follows TCF's community banking
philosophy: increasing lower interest-cost checking,
savings, and money market deposit accounts; increasing
higher-yielding consumer and commercial loans;
introducing complementary products and services such as
annuities, mutual funds, debit cards; and consolidating
back-office operations.
For Standard's stockholders, the transaction will be
structured as a cash election merger in which holders of
Standard's stock will have the right to choose either
cash or TCF common stock, or a combination of the two.
Between 40 percent and 60 percent of the purchase price
will be paid in shares of TCF common stock, and the
remainder will be paid in cash. The transaction will be
a tax-free exchange for Standard's stockholders to the
extent they receive shares of TCF common stock.
The exchange ratio for shares of Standard stock will
depend on the average trading price of TCF stock during
the 30 trading days preceding the merger. If the average
trading price of TCF stock during that period is between
$43.75 and $47.75, each Standard share will be converted
into the right to receive consideration having an
aggregate value between $24.69 and $25.81. If the
average trading price of TCF stock is below $43.75 but
greater than or equal to $37.50, each Standard share will
be converted into the right to receive consideration
having an aggregate value of $24.69. If the average
trading price of TCF stock is above $47.75 but less than
or equal to $54.00, each Standard share will be converted
into the right to receive consideration having an
aggregate value of $25.81.
The definitive agreement was signed after completion of
due diligence and approval of both companies' boards of
directors. It is subject to approval by Standard's
stockholders, and required regulatory filings and
approvals. The merger is expected to close in the third
quarter of 1997 and be accounted for as a purchase
transaction. Standard has agreed to pay a $15 million
termination fee if the merger agreement is terminated
under certain circumstances.
In connection with the transaction, TCF will record
intangibles of approximately $200 million.
After the merger, Standard's bank branches will be
combined with TCF Bank Illinois. The directors of
Standard will join TCF Bank Illinois' board of directors.
Mackiewich will become executive chairman of TCF Bank
Illinois and a director of TCF Financial Corporation.
Michael B. Johnstone, president and chief executive
officer of TCF Bank Illinois, will continue in that
capacity. TCF will contribute $1 million over five years
to Illinois community organizations, consistent with
TCF's philanthropic giving program which is focused on
housing and economic development in low-income
communities, and K-12 education reform.
In connection with the merger, Standard has announced
that it has postponed its annual meeting and plans to
call a special meeting at which it will seek stockholder
approval of the merger. Standard is a community-oriented
thrift institution with $2.4 billion in assets and 14
full-service offices on the southwest side of Chicago and
in the nearby southwestern and western suburbs.
Excluding a regulatory special assessment, Standard
reported record 1996 earnings of $17.7 million, or $1.13
per share, a return on average assets of 0.78 percent,
and a return on average equity of 6.60 percent.
TCF is a Minneapolis-based stock savings bank holding
company with $7.1 billion in assets and more than 260
financial services offices. Its bank subsidiaries
operate in Minnesota, Illinois, and Wisconsin as TCF
Bank, and in Michigan and Ohio as Great Lakes Bancorp.
Affiliates include consumer finance, mortgage banking,
title insurance, annuity and mutual fund sales companies.
Excluding a regulatory special assessment, TCF reported
record 1996 earnings of $107.4 million, or $3.04 per
share, a return on average assets of 1.56 percent, and a
return on average common equity of 20.22 percent. TCF
intends to convert its federal savings bank subsidiaries
into national banks in the 1997 second quarter, pending
all required regulatory approvals.
SOURCE TCF Financial Corporation
CONTACT: Standard Financial: Thomas Ryan, Exec VP, CFO,
630-986-7833; Randall Schwartz, VP, Gen. Counsel, 630-986-7836;
Bill Murphy, Financial Relations Bd., 312-640-6764;
TCF: Cynthia Lee (Investors), 612-661-8859;
Ann Storberg (Investors), 612-661-8883; Elizabeth Anders
(Media), 612-661-8853