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Deal Overview

Buyer:
Wintrust Financial Corporation
Actual Acquirer:
Wintrust Financial Corporation
Target:
Village Bancorp, Inc.
Deal Type:
Bank & Thrift Company
Agreement Date:
8/7/2003
Announcement Date:
8/7/2003
Announced Deal Value ($ M):
9.00
Status:
Completed
Completion Date:
12/1/2003
Announced Deal Value Per Share ($ )
NA

Consideration Breakout
Common Stock ($M) 10.5
Common Stock Issued 257,202

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 196.3 220.9
Price / Tangible Book (%) 196.3 220.9
Price / Earnings (x) NM 22.7
Price / Deposits (%) 13.75 15.58
Price / Assets (%) 12.56 14.17
Tangible Book Premium/ Deposits (%) 7.79 10.04
Deal Terms
Description of Consideration

Wintrust would pay $9 million in stock to acquire Village if its stock averaged between $25 and $35. If Wintrust traded above $35.00 the exchange ratio was fixed at 0.214.

Accounting Method Purchase
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? In Market
Goodwill Generated ($ 000) 4,217
Estimated Cost Savings (%) NA
Estimated Cost Savings ($ 000) NA
Est. Restructuring Charges ($ 000) NA
Maximum Termination Fee ($ 000) 500
Minimum Termination Fee ($ 000) NA
Exchange Ratio (Common For Common) 0.214000
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement NA
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 957
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer No NA
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Schiff Hardin LLP
Seller Yes Vedder Price PC
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