LAKE FOREST, Ill., Oct. 15 /PRNewswire-FirstCall/ -- Wintrust Financial
Corporation ("Wintrust") (Nasdaq: WTFC) today announced the completion of its
previously announced acquisition of 100% of the ownership interest of Town
Bankshares, Ltd. ("Town Bankshares"). Town Bankshares is the parent company
of Town Bank that has locations in Delafield and Madison, Wisconsin. Town
Bank began operations as a de novo bank in 1998 as Delafield State Bank and
had total assets of approximately $260 million as of September 30, 2004.
"This transaction is a terrific fit for both companies," stated Edward J.
Wehmer, President and CEO of Wintrust. "The merger helps fulfill Wintrust's
plans to continue expansion into communities within the Chicago and Milwaukee
market areas. Southeastern Wisconsin has always been within Wintrust's target
market area and we are excited about our first banking operation in that
State. Similar to Wintrust's origin, Town Bank began as a de novo bank and,
as such, embodies the true spirit of community banking. We are very pleased to
welcome an organization with such a compatible operating culture into the
Wintrust family."
"We are excited about beginning our partnership with Wintrust as they are
a company that shares our commitment to community banking, predicated on
highly personalized service," stated Jay C. Mack, President & CEO of Town
Bank. "We clearly see benefits for our clients and employees. Combining
resources with Wintrust allows us to provide our clients with a wider array of
banking services, enhanced lending capacity, wealth management and trust
services, and additional capital to support our future growth."
William Hickmann, Chairman of Town Bank and Town Bankshares added, "On
behalf of the Board of Directors, we are pleased to become a member of the
Wintrust organization. From the bank's beginning, we set out to provide a
high level of personal service to our customers. The additional strengths
brought about by this merger will allow us to continue to meet the needs of
our growing base of customers and will provide excellent opportunities for our
employees."
Terms of the Transaction
Under the terms of the merger agreement, each share of Town Bankshares'
common stock outstanding was converted into the right to receive 1.283 shares
of Wintrust's common stock and $58.10 in cash. At the closing, Town
Bankshares had outstanding 290,506 shares of common stock (after giving effect
to the redemption for $130.22 per share in cash prior to the closing of 7,700
shares of common stock held in Town Bank's Employee Stock Ownership Plan) and
in-the-money options to acquire approximately 41,000 shares of common stock at
an average exercise price of approximately $57.41. The shares issued in the
transaction have been registered under the Securities Act of 1933. The
consummation of the transaction is not expected to have a material impact on
Wintrust's 2004 earnings per share.
About Wintrust
Wintrust is a financial holding company with assets of approximately
$6 billion whose common stock is traded on the Nasdaq Stock Market
(Nasdaq: WTFC). In addition to the Town Bankshares merger, Wintrust operates
eleven other community bank subsidiaries, each of which was founded as a de
novo bank since December 1991, that are located primarily in Chicago
metropolitan market. Additionally, the Company operates various non-bank
subsidiaries including one of the largest commercial insurance premium finance
companies operating in the United States, a company providing short-term
accounts receivable financing and value-added out-sourced administrative
services to the temporary staffing services industry, companies 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 including broker-dealer, money management
services, advisory services, and trust and estate services.
Currently, including the Town Bank locations, Wintrust operates a total of
49 banking offices and is in the process of constructing several additional
branch facilities. All of the Company's banking subsidiaries are locally
managed with large local boards of directors.
Forward-Looking Information
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 relating to the
acquisition of Town Bankshares, Ltd. and integration of Town Bankshares, Ltd.
with Wintrust, the combination of their businesses and projected revenue, as
well as profitability and earnings outlook. Actual results could differ
materially from those addressed in the forward-looking statements due to
factors such as changes in economic conditions, unanticipated changes in
interest rates that negatively impact growth, competition and the related
origination of loan products, slower than anticipated development and growth
of Town Bankshares' business or unanticipated business declines, unforeseen
difficulties in integrating the acquisition or higher than expected
operational costs, unforeseen changes in the banking industry, difficulties in
adapting successfully to technological changes as needed to compete
effectively in the marketplace, and the ability to attract and retain
experienced key management. Therefore, there can be no assurances that future
actual results will correspond to these forward-looking statements.
SOURCE Wintrust Financial Corporation
-0- 10/15/2004
/CONTACT: Edward J. Wehmer, President-CEO, or David A. Dykstra, Senior
EVP-COO, both of Wintrust Financial Corporation, +1-847-615-4096; or William
J. Hickmann, Chairman of the Board, or Jay C. Mack, President-CEO, both of
Town Bankshares, Ltd., +1-262-646-6888/
/Web site: http://www.wintrust.com /
(WTFC)
CO: Wintrust Financial Corporation; Town Bankshares, Ltd.
ST: Illinois, Wisconsin
IN: FIN
SU: TNM
JR-AB
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0134 10/15/200412:43 EDThttp://www.prnewswire.com