AURORA, Ill., Aug. 1, 2016 /PRNewswire/ -- Old Second
Bancorp, Inc. (the "Company" or "Old Second") (NASDAQ: OSBC) today
announced that its banking subsidiary, Old Second National Bank
(the "Bank"), has agreed to acquire the Chicago branch of Talmer Bank and Trust, the banking subsidiary of
Talmer Bancorp, Inc. ("Talmer") (NASDAQ: TLMR), including
approximately $82 million of deposits
and approximately $238 million of
loans.
Talmer's Chicago office is led
by veteran commercial bankers, Gary
Collins, Robert Moore and
Dave Neilson. "We have
been looking for an acquisition opportunity in the Chicagoland area
for some time and this transaction contains many of the elements we
desire in a transaction, including a strong team of commercial
lenders led by Robert and Dave," said James
L. Eccher, Chief Executive Officer and President of Old
Second. "We will continue to look for additional expansion
opportunities in our existing and adjacent markets."
Upon completion of the transaction, Gary
Collins, Vice Chairman of Talmer, is expected to join Old
Second as Vice Chairman and as a director of Old Second and the
Bank. In addition, Old Second plans to appoint Hugh McLean, President of the Illinois Region of
Talmer Bank and Trust, as a director
of the Bank. Prior to joining Talmer in 2010, Mr. Collins and Mr.
McLean worked together at several Chicago area banks, including as co-vice
chairmen at a large Chicago
bank. "Gary and Hugh bring a wealth of experience to our
management team," Eccher said. "I look forward to working
with them to identify profitable growth opportunities for Old
Second."
The acquisition is expected to close in the fourth quarter of
2016, subject to regulatory approval, the completion of Talmer's
pending merger with Chemical Financial Corporation and other
customary closing conditions. Old Second is being advised by
Barack Ferrazzano Kirschbaum &
Nagelberg LLP as legal counsel.
Financial Information
The following tables present certain unaudited historical
financial information for Old Second and for the loan portfolio and
deposits that Old Second expects to acquire pursuant to the
transaction, and data regarding the estimated financial impact of
the transaction. This financial information does not purport
to be indicative of future position or operating results.
|
(unaudited)
As of June 30, 2016
|
Financial
Overview
|
Old Second
Bancorp, Inc.
|
|
Acquired
Branch
|
(dollars in
millions)
|
|
|
Total
Assets
|
$2,159.8
|
|
|
Gross Loans Held for
Investment
|
1,161.2
|
|
$238.3
|
Total
Deposits
|
1,782.1
|
|
82.3
|
Total
Branches
|
25
|
|
1
|
|
|
|
|
Transaction Impact
Overview
|
|
|
|
(dollars in
millions)
|
|
|
|
Deposit Premium to be
Paid
|
|
$6.5
|
Estimated Credit
Mark
|
|
2.4
|
Estimated Pre-tax
Synergies
|
|
1.3
|
Estimated One-time
Transaction Costs
|
|
0.1
|
Estimated Transaction
Impacts:
|
|
|
Tangible Book Value
Dilution
|
|
6%
|
2016 Earnings Per
Share
|
|
4%
|
2017 Earnings Per
Share
|
|
> 15%
|
Tangible Book Value
Earnback
|
|
3.25 Years
|
Estimated Return on
Invested Capital
|
|
> 15%
|
About Old Second Bancorp, Inc.
Old Second Bancorp, Inc. is a financial services company with
its headquarters located in Aurora, Illinois. The Company is the
holding company for Old Second National Bank, a national banking
organization headquartered in Aurora,
Illinois, which provides commercial, treasury management and
retail banking services, as well as trust and wealth management
services, through offices located in Kane, Kendall, DeKalb, DuPage, LaSalle, Will
and Cook counties in
Illinois. Additional information concerning Old Second can be
accessed on the internet at www.oldsecond.com.
Forward Looking Statements
This release contains forward-looking statements about Old
Second's future plans, strategies and financial performance that
may be considered forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements
are intended to be covered by the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, and this
statement is included for purposes of complying with these safe
harbor provisions. These statements can be identified by the fact
that they do not relate strictly to historical or current facts and
often include words such as "will," "plan," "believe," "expect,"
"anticipate," "intend," and "estimate." These forward-looking
statements are based on current plans and expectations, which are
subject to a number of risk factors and uncertainties that could
cause future results to differ materially from historical
performance or future expectations. These differences may be the
result of various factors, including, among others: a failure of
the parties to obtain required regulatory approvals or satisfy the
other closing conditions in a timely manner or at all; disruptions
to the parties' businesses as a result of the announcement and
pendency of the branch acquisition and Talmer's pending merger
transaction with Chemical Financial Corporation; costs or
difficulties related to the integration of the business of the
acquired branch following the closing of the transaction; the risk
that the anticipated benefits, cost savings and any other savings
from the transaction may not be fully realized or may take longer
than expected to realize; changes in general business, industry or
economic conditions or competition; and changes in interest rates.
Additionally, all statements in this release, including
forward-looking statements, speak only as of the date they are
made, and the Company undertakes no obligation to update any
statement in light of new information or future events. For
additional information concerning the Company and its business,
including other factors that could materially affect the Company's
financial results or cause actual results to differ substantially
from those discussed or implied in forward looking statements
contained in this release, please review our filings with the
Securities and Exchange Commission.
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SOURCE Old Second Bancorp, Inc.