Evansville, Ind.-based Old National Bancorp (NASDAQ:ONB) (“Old
National”) and Madison, Wisc.-based Anchor BanCorp Wisconsin Inc.
(NASDAQ:ABCW) (“Anchor”), jointly announced today the execution of
a definitive agreement under which Old National will acquire Anchor
through a stock and cash merger.
With $2.2 billion in total assets, $1.5 billion in total loans,
$1.8 billion in deposits, and $360 million in common shareholders’
equity as of Sept. 30, 2015, Anchor is a savings and loan holding
company with AnchorBank, fsb (“AnchorBank”) as its wholly-owned
subsidiary. Founded in 1919, AnchorBank operates 46 banking
centers, including 32 banking centers in the Madison, Milwaukee and
Fox Valley (Appleton, Neenah and Oshkosh) “triangle.” Twenty-one of
these facilities are located in the capital city of Madison, home
to the University of Wisconsin and one of the premier growth
markets in the Midwest. This partnership marks a continuation of
Old National’s strategy to focus the expansion of its franchise in
demographically attractive and economically vibrant markets.
Founded in Evansville, Indiana in 1834, with $11.9 billion in
total assets and 160 banking centers as of Sept. 30, 2015, Old
National, the parent company of Old National Bank, is the largest
financial services holding company headquartered in Indiana.
When completed, this transaction will position Old National as the
seventh largest deposit holder in the state of Wisconsin and the
fifth largest in the Madison MSA.
Under the terms of the agreement, Anchor shareholders may elect
to receive either 3.5505 shares of Old National common stock or
$48.50 in cash for each share of Anchor they hold, subject to no
more than 40% of the outstanding shares of Anchor may receive
cash. Based on Old National’s 10-day average closing share
price through January 8, 2016 of $13.34, this represents a total
transaction value of approximately $461 million. The
transaction value is likely to change until closing due to
fluctuations in the price of Old National common stock and is also
subject to adjustment under certain limited circumstances as
provided in the merger agreement. The definitive merger
agreement has been unanimously approved by the Board of Directors
of both Old National and Anchor. The transaction remains
subject to regulatory approval and the vote of Anchor
shareholders. The transaction is anticipated to close in the
second quarter of 2016.
“This partnership, which marks Old National’s entry
into the great state of Wisconsin, is a natural extension of our
franchise and our growth strategy,” said Old National President
& CEO Bob Jones. “Not only does it position Old National in
strong, vibrant markets with proven growth potential, it also
represents an exceptional cultural fit and an opportunity to
continue the strong legacy of service that distinguishes
AnchorBank.”
“Today’s transaction is a culmination of the tremendous
turnaround at Anchor and a win-win for our communities, customers,
employees and shareholders,” said AnchorBank President & CEO
Chris Bauer. “Old National Bank has a strong history of
growth and a deep commitment to providing high-quality community
banking and a rewarding workplace for its employees. We’re proud to
become their newest partner and believe the legacy of AnchorBank’s
community-based customer service will continue moving forward.”
Old National was advised by Stephens, Inc. and the law firm of
Krieg DeVault LLP. Anchor was advised by J.P. Morgan
Securities LLC and the law firm of Skadden, Arps, Slate, Meagher
& Flom LLP.
About Old National
Old National Bancorp (NASDAQ:ONB) is the largest financial
services holding company headquartered in Indiana and, with $11.9
billion in assets, ranks among the top 100 banking companies in the
U.S. Since its founding in Evansville in 1834, Old National has
focused on community banking by building long-term, highly valued
partnerships with clients. Today, Old National’s footprint includes
Indiana, Kentucky and Michigan. In addition to providing
extensive services in retail and commercial banking, wealth
management, investments and brokerage, Old National also owns Old
National Insurance, one of the 100 largest brokers in the U.S. For
more information and financial data, please visit Investor
Relations at oldnational.com.
About Anchor BanCorp Wisconsin Inc.
Anchor Bancorp is the parent company for AnchorBank, a
community-based financial services company providing commercial,
retail, mortgage, consumer finance and investment services to
businesses and individuals from 46 banking locations throughout
Wisconsin. Anchor Bancorp stock (ABCW) is listed on the NASDAQ
Global Market and Russell Global Indexes. Visit AnchorBank online
at www.anchorbank.com.
|
Conference Call |
Old National will hold a conference call at 10:00 a.m. Central Time
on Tuesday, January 12, 2016, to discuss the announced partnership
with Anchor. The live audio web cast of the call, along with
the corresponding presentation slides, will be available on the
Company’s Investor Relations web page at oldnational.com and will
be archived there for 12 months. A replay of the call will
also be available from 7:00 a.m. Central Time on January 13 through
January 27. To access the replay, dial 1-855-859-2056,
Conference ID Code 24106561. |
|
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements include, but are not limited to,
statements about the expected timing, completion, financial
benefits and other effects of the proposed merger between ONB and
Anchor. Forward-looking statements can be identified by the use of
the words “anticipate,” “believe,” “expect,” “intend,” “could” and
“should,” and other words of similar meaning. These forward-looking
statements express management’s current expectations or forecasts
of future events and, by their nature, are subject to risks and
uncertainties and there are a number of factors that could cause
actual results to differ materially from those in such statements.
Factors that might cause such a difference include, but are not
limited to: expected cost savings, synergies and other financial
benefits from the proposed merger might not be realized within the
expected time frames and costs or difficulties relating to
integration matters might be greater than expected; the requisite
shareholder and regulatory approvals for the proposed merger might
not be obtained; satisfaction of other closing conditions; delay in
closing the proposed merger; the reaction to the transaction of the
companies’ customers and employees; market, economic, operational,
liquidity, credit and interest rate risks associated with ONB’s and
Anchor’s businesses; competition; government legislation and
policies (including the impact of the Dodd-Frank Wall Street Reform
and Consumer Protection Act and its related regulations); ability
of ONB and Anchor to execute their respective business plans
(including integrating the ONB and Anchor businesses); changes in
the economy which could materially impact credit quality trends and
the ability to generate loans and gather deposits; failure or
circumvention of our internal controls; failure or disruption of
our information systems; significant changes in accounting, tax or
regulatory practices or requirements; new legal obligations or
liabilities or unfavorable resolutions of litigations; other
matters discussed in this press release and other factors
identified in ONB’s Annual Report on Form 10-K and other periodic
filings with the SEC. These forward-looking statements are made
only as of the date of this press release, and neither ONB nor
Anchor undertakes an obligation to release revisions to these
forward-looking statements to reflect events or conditions after
the date of this press release.
Additional Information About the Old
National Bancorp/Anchor BanCorp Wisconsin Inc.
Transaction
Communications in this document do not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. In connection with the
proposed merger, ONB will file with the SEC a Registration
Statement on Form S-4 that will include a Proxy Statement of Anchor
and a Prospectus of ONB, as well as other relevant documents
concerning the proposed transaction. Shareholders are urged to read
the Registration Statement and the Proxy Statement/Prospectus
regarding the merger when it becomes available and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information. A free copy of the Proxy Statement/Prospectus,
as well as other filings containing information about ONB and
Anchor, may be obtained at the SEC’s Internet site
(http://www.sec.gov). You will also be able to obtain these
documents, free of charge, from ONB at www.oldnational.com under
the tab “Investor Relations” and then under the heading “Financial
Information” or from Anchor by accessing Anchor’s website at
www.anchorbank.com under the tab “About Us.”
ONB and Anchor and certain of their directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of Anchor in connection with the
proposed merger. Information about the directors and
executive officers of ONB is set forth in the proxy statement for
ONB’s 2015 annual meeting of shareholders, as filed with the SEC on
a Schedule 14A on March 13, 2015. Information about the
directors and executive officers of Anchor is set forth in the
proxy statement for Anchor’s 2015 annual meeting of shareholders,
as filed with the SEC on a Schedule 14A on March 27, 2015.
Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the Proxy
Statement/Prospectus regarding the proposed merger when it becomes
available. Free copies of this document may be obtained as
described in the preceding paragraph.
Old National Contacts:
Media Relations
Kathy Schoettlin – (812) 465-7269/(812) 319-2711
Investor Relations
Lynell Walton – (812) 464-1366
Anchor Contacts:
Media Relations
Jennifer Ranville (616) 648-9928
Investor Relations
Bill James – (608) 252-1434
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