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ROSEMONT, Ill., Feb. 20, 2019 (GLOBE NEWSWIRE) -- Wintrust Financial Corporation (“Wintrust”) (Nasdaq: WTFC) today announced the signing of a definitive agreement to acquire Rush-Oak Corporation (“ROC”). ROC is the parent company of Oak Bank, an Illinois state-chartered bank, which was established in 1970 and operates a banking location in the Gold Coast neighborhood of Chicago, Illinois. As of December 31, 2018, Oak Bank had approximately $196 million in assets, approximately $143 million in loans and approximately $158 million in deposits.
Edward J. Wehmer, President and CEO of Wintrust, said, “This transaction is a great opportunity to expand our market presence in the heart of the City of Chicago. Oak Bank has a wonderful reputation for providing outstanding customer service using a community banking approach. We look forward to continuing that tradition and to providing its customers with an expanded array of products, services and resources.”
Roy E. Curran, President of Oak Bank, stated, “We are excited about the opportunity to combine resources with Wintrust. This is a wonderful opportunity to partner with a successful organization that is like-minded in its philosophy of offering highly personalized customer-oriented banking services.” Mr. Curran emphasized that by joining forces with Wintrust, “the transaction allows us to continue focusing on serving our customers as we have for nearly 50 years, while at the same time providing our customers with access to a wider range of products and services. We see many benefits for our customers and stockholders, and we look forward to joining the Wintrust family.”
Terms of the Transaction
Subject to possible adjustment, the aggregate purchase price (which takes into account the appreciated value of the real property, which is in a premier location in the Gold Coast neighborhood of Chicago) to ROC stockholders is currently estimated to be approximately $46 million. Shares of ROC common stock outstanding at the time of the merger will be converted into the right to receive per share merger consideration to be paid in cash.
The merger agreement also provides that, prior to closing, the shares of Oak Bank held directly by individual minority shareholders will be redeemed for cash by ROC for an aggregate redemption value of approximately $9 million, leaving Oak Bank as a wholly-owned subsidiary of ROC.
Subject to approval by banking regulators and ROC’s stockholders and certain other closing conditions, the transaction is expected to close in the second quarter 2019, and it is not expected to have a material effect on Wintrust’s 2019 earnings per share.
Stephens Inc. acted as exclusive financial advisor to ROC in the transaction and provided a fairness opinion to its Board of Directors. Hinshaw & Culbertson LLP acted as ROC’s transaction counsel, and Schiff Hardin LLP served as transaction counsel to Wintrust.
Wintrust is a financial holding company with assets of approximately $31 billion whose common stock is traded on the NASDAQ Global Select Market. Built on the "HAVE IT ALL" model, Wintrust offers sophisticated technology and resources of a large bank while focusing on providing service-based community banking to each and every customer. Wintrust operates fifteen community bank subsidiaries with over 160 banking locations located in the greater Chicago and southern Wisconsin market areas. Additionally, the Company operates various non-bank business units, including one of the largest commercial insurance premium finance companies operating in the United States and Canada, a company providing short-term accounts receivable financing and value-added out-sourced administrative services to the temporary staffing services industry, a business unit 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.
This press release contains forward-looking statements within the meaning of the federal securities laws relating to the proposed acquisition of Rush-Oak Corporation and its integration with Wintrust, the combination of their businesses and projected revenue, as well as profitability and earnings outlook. Investors are cautioned that such statements are predictions and actual events or results may differ materially. Wintrust's expected financial results or other plans are subject to a number of risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" and the forward-looking statement disclosure contained in Wintrust's Annual Report on Form 10-K for the most recently ended fiscal year. Forward-looking statements speak only as of the date made and Wintrust undertakes no duty to update the information.
Additional Information for ROC Stockholders
This communication is not a solicitation of a proxy from any stockholder of ROC. In connection with the definitive agreement, stockholders of ROC will receive a proxy statement. ROC STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT MATERIALS SENT TO ROC STOCKHOLDERS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities.
FOR MORE INFORMATION CONTACT:
Edward J. Wehmer, President/CEO – Wintrust Financial Corporation, (847) 939-9000
David A. Dykstra, COO – Wintrust Financial Corporation, (847) 939-9000
Roy E. Curran, President – Rush-Oak Corporation, (312) 440-4038
Wintrust Website address: www.wintrust.com