First Business Financial Services, Inc. (Nasdaq:FBIZ) and Aslin
Group, Inc. announced the signing of a definitive agreement for
First Business to acquire Aslin Group, including Alterra Bank,
Aslin Group's wholly owned subsidiary. The cash-and-stock
transaction is valued at an estimated $30.1 million.
Together, First Business and Alterra have approximately $1.5
billion in assets. Alterra's competitive position, talented team,
focus on commercial clients and complementary limited branch
business model will expand the Wisconsin-based First Business'
growth into the attractive Kansas City metropolitan market, where
First Business already operates its national equipment finance
business.
"We are thrilled to welcome the Alterra team, whose expertise in
niche lending and underwriting, coupled with a limited branch
funding model are a perfect match for First Business," said Corey
Chambas, President and Chief Executive Officer of First
Business. "Alterra's deep local experience, entrepreneurial
approach and impressive track record of growth, including being the
number one SBA lender in Kansas City for the past two years,
reflect a franchise that complements and provides synergy to First
Business in almost every way. We are excited to build on our
profitable growth with this strategically and financially
compelling acquisition, adding value for our shareholders and
clients alike."
Alterra had $223 million in assets, including $182 million in
loans, as well as $192 million in deposits, as of March 31,
2014. Like First Business, Alterra operates an entrepreneurial
business banking franchise, providing commercial loans and lines of
credit, commercial real estate loans and treasury management
services to small- to middle-market businesses as well as offering
private banking/private wealth management services to
individuals. In addition, Alterra is the number one most
active U.S. Small Business Administration lender in the Kansas City
SBA district, providing First Business with immediate access to
talent and platforms in a new area of lending that is highly
complementary to its current focus. At the same time, Alterra
Bank will be able to offer its commercial clients First Business'
specialized product and service offerings, including equipment
finance, trust and investment services, factoring and asset based
lending.
"We are very excited to join First Business, whose outstanding
capital strength, credit quality and proven track record of growth
will provide Alterra with even greater resources and products to
extend to businesses and individuals in Kansas City," said Pam
Berneking, President and CEO of Alterra Bank. "Alterra and
First Business share a unique entrepreneurial approach to business
banking. Combined, our seasoned teams will be in an even
stronger position to serve our local communities."
Upon transaction closing, it is anticipated that Alterra's
brand, Overland Park and Leawood offices and Kansas state banking
charter will be maintained, with Ms. Berneking joining First
Business as President and CEO of Alterra Bank. The parties
expect the Alterra Bank subsidiary's board, with a majority of
local Kansas directors, to remain substantially intact.
"Alterra, like First Business, is built around talented local
bankers and other professionals who have extensive experience at
larger institutions. It was important for us to join forces
with a team with upside capacity in terms of banking
sophistication," Mr. Chambas added. "It is an exciting
opportunity to find such a team in Kansas City, which mirrors our
home Wisconsin market in many ways economically and
demographically."
Under the terms of the Agreement, each outstanding share of
common stock of Aslin Group, Inc. will be converted into the right
to receive $14,435.59, which will be payable in $6,496.02 in cash
and $7,939.57 in First Business common stock. The number of
First Business common shares to be issued will be calculated based
on First Business's 10 day volume weighted average stock price as
of the market close of the third business day prior to the
effective date of the transaction. However, the volume
weighted average share price cannot exceed approximately $51 per
share or fall below approximately $34 per share for purposes of the
calculation.
"We are pleased with what the Aslin Group has achieved for its
owners since purchasing the bank in 2010, rebranding it and
empowering an exceptional team of bankers to build a
business-focused bank utilizing the most advanced technology
available," explained Mick Aslin, the Chairman of Alterra Bank and
Chairman and CEO of Aslin Group. "We see Alterra's clients
benefiting from the resources and capabilities that First Business
brings to the table, while maintaining local Alterra Bank
leadership and decision-making authority right here in Kansas
City. With the structure of this transaction, we now look
forward to participating in the future of First Business through
our continuing ownership."
The boards of directors of both First Business and Alterra
parent company Aslin Group unanimously approved the
transaction. Transaction closing is anticipated by late 2014,
subject to approvals from regulators, Aslin Group stockholders and
other customary conditions.
Transaction Summary
Following are selected terms and metrics associated with the
transaction:
- Cash consideration anticipated to be financed by First Business
subordinated debt offering
- Total transaction value of approximately $30.1 million
- Price to fully diluted tangible book value of 157%
- Price to last twelve months earnings of 18.5x
- Total anticipated pre-tax transaction expenses of approximately
$3.0 million
- Expected internal rate of return of nearly 19%
- Estimated tangible book value dilution of approximately 5%,
with an estimated earn-back period of less than 4.5 years
- Anticipated to be approximately 5% accretive to First Business
earnings in the first full 12 months following transaction closing,
excluding one-time merger related expenses, with long-term earnings
accretion in the high single digits
In addition to the information contained within this
announcement, an investor presentation has been posted on First
Business' website at www.firstbusiness.com/investor-relations/
containing additional information regarding this transaction.
First Business was advised by the investment banking firm of
Keefe, Bruyette & Woods, Inc. as well as the law firm of
Godfrey & Kahn, S.C. Alterra was advised by the investment
banking firm of Macquarie Capital and the law firm of Stinson
Leonard Street LLP.
Investor Conference Call
Executives from First Business will host a conference call with
investors and the financial community at 11 a.m. Eastern Time today
to discuss this transaction. Those wishing to participate in
the call may dial toll-free 1-888-455-2263 (1-719-785-1753 if
outside United States and Canada) using the conference ID
code 9531529. Investors may also listen live via the Internet
at: http://www.videonewswire.com/event.asp?id=99514. An archived
webcast of the conference call will be available on this site for
one full year. An investor presentation on this transaction is
also available at First Business'
website www.firstbusiness.com.
About First Business Financial Services,
Inc.
First Business Financial Services (Nasdaq:FBIZ) is a $1.3
billion Wisconsin-based bank holding company that specializes in
focused financial solutions for businesses, key executives and high
net worth individuals through its operating companies. It is
the second largest Wisconsin-based commercial bank holding company
listed on NASDAQ or the New York Stock Exchange. Its companies
include: First Business Bank–Madison; First Business
Bank–Milwaukee; First Business Bank–Northeast; First Business Trust
& Investments; First Business Equipment Finance, LLC; and First
Business Capital Corp. For additional information,
visit www.firstbusiness.com or call (608) 238-8008.
About Alterra Bank
Leawood, Kansas-based Alterra Bank, a wholly owned subsidiary of
Aslin Group, has offered commercial banking services in the Kansas
City market since 2010, when a group of private investors led by
Aslin Opportunity Fund BK, LP recapitalized the bank. Since
its first full year of operation in 2011, Alterra has grown its
assets at a compound annual rate of over 24% by providing credit to
finance the growth of Kansas City-based businesses and
organizations. The $223 million bank ranked as Kansas City's
number one Small Business Administration lender in 2012 and
2013.
Cautionary Statement Regarding Forward-Looking
Statements
This press release includes "forward-looking" statements related
to First Business that can generally be identified as describing
First Business' future plans, objectives or goals. Such
forward-looking statements are subject to risks and uncertainties
that could cause actual results or outcomes to differ materially
from those currently anticipated, including, but not limited to:
ability to obtain regulatory approvals and meet other closing
conditions to the merger, including approval by Aslin Group
stockholders, on the expected terms and schedule; delay in closing
the merger; the possibility that the terms of the proposed merger
may need to be modified to satisfy such approvals or conditions;
difficulties and delays in integrating the respective businesses of
First Business and Aslin Group or fully realizing cost savings and
other benefits; business disruption following the merger; changes
in asset quality and credit risk; the inability to sustain revenue
and earnings growth; changes in interest rates and capital markets;
inflation; customer acceptance of First Business products and
services; customer borrowing, repayment, investment and deposit
practices; customer disintermediation; the introduction,
withdrawal, success and timing of business initiatives; the
inability to retain key lending team members; competitive
conditions; economic conditions; the impact, extent and timing of
technological changes, capital management activities, and other
actions of the Federal Reserve Board and legislative and regulatory
actions and reforms; and those factors referenced in Item 1A.
Risk Factors in First Business' 2013 annual report on Form 10-K,
quarterly reports on Form 10-Q and other filings with the
Securities and Exchange Commission ("SEC"). These
forward-looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of
1995.
Additional Information
Communications in this press release do not constitute an offer
to sell or the solicitation of an offer to buy any securities or a
solicitation of any proxy vote or approval. The proposed merger and
issuance of First Business common stock in connection with the
proposed merger will be submitted to Aslin Group stockholders for
their consideration and approval. First Business will file
with the SEC a registration statement on Form S-4 that will include
a proxy statement to be used by Aslin Group to solicit the required
approval of their stockholders in connection with the proposed
merger and will constitute a prospectus of First
Business. First Business may also file other documents with
the SEC concerning the proposed merger. INVESTORS AND SECURITY
HOLDERS OF ASLIN GROUP, INC. ARE URGED TO READ THE PROXY STATEMENT
AND PROSPECTUS REGARDING THE PROPOSED MERGER AND OTHER RELEVANT
DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and
security holders may obtain a free copy of the proxy statement and
prospectus and other documents containing important information
about First Business and Aslin Group, once such documents are filed
with the SEC, through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed with the SEC by First
Business will be available free of charge on First Business'
website at www.firstbusiness.com/investor-relations/.
Aslin Group and certain of its directors and executive officers
may be deemed to be participants in the solicitation of proxies
from the stockholders of Aslin Group in connection with the
proposed transaction. Other information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the proxy statement and prospectus and other relevant
materials to be filed with the SEC when they become available.
CONTACT: Investor Contact:
First Business Financial Services, Inc.
James F. Ropella, Senior Vice President
and Chief Financial Officer
608-232-5970
jropella@firstbusiness.com
Media Contact:
First Business Financial Services, Inc.
Julie Senulis
Casteel Schoenborn
716-650-5134
senulis@csirfirm.com
Alterra Bank
Jeff Chambers, Chief Strategy Officer
913-777-4411
jchambers@alterrabank.com
First Business Financial... (NASDAQ:FBIZ)
Historical Stock Chart
From Jun 2024 to Jul 2024
First Business Financial... (NASDAQ:FBIZ)
Historical Stock Chart
From Jul 2023 to Jul 2024