LAKE FOREST, Ill., Nov. 17 /PRNewswire-FirstCall/ -- Wintrust Financial
Corporation ("Wintrust") (Nasdaq: WTFC) today announced the signing of a
definitive agreement to acquire First Northwest Bancorp, Inc. ("FNBI"). FNBI
is the parent company of First Northwest Bank which has two locations in
Arlington Heights, Illinois. First Northwest Bank began operations as a de
novo bank in 1995 and had total assets of approximately $267 million as of
September 30, 2004.
"This transaction is a great opportunity for both companies," stated
Edward J. Wehmer, President and CEO of Wintrust. "Similar to Wintrust's
origin, First Northwest Bank began as a de novo bank and shares our commitment
to community banking and customer service. The physical locations of First
Northwest Bank in Arlington Heights are complementary to our existing Village
Bank and Trust-Arlington Heights location and we expect to merge the two banks
in this community shortly after closing. When added to our existing presence
in the market, the merger will allow Wintrust to have distinct community bank
leadership in the Arlington Heights market with a combined asset level
exceeding $400 million. First Northwest Bank has a terrific operating
culture, solid growth and profitability, and a dedicated board of directors
and management team." He added: "We look forward to providing First Northwest
Bank and their customers with enhanced lending capacity and wealth management
products through our Wayne Hummer Companies."
"We are excited about the opportunity to combine resources with Wintrust,"
said S. Michael Polanski, First Northwest's President and CEO. "We have
continually sought to increase shareholder value and to enhance our products
and services. This is a great opportunity to partner with a successful
organization that is similarly-minded in their philosophy of offering highly
personalized customer-oriented retail and commercial banking services with
financial capabilities to support further expansion." Mr. Polanski emphasized
that by joining forces with Wintrust, "First Northwest Bank's customers will
not only continue to deal with the same banking staff, but will also gain
access to a wider range of products and services. We clearly see benefits for
our customers, shareholders and employees and we look forward to joining the
Wintrust family," he said.
Terms of the Transaction
In the merger, shares of FNBI common stock outstanding will be converted
into the right to receive cash, shares of Wintrust's common stock or a
combination of both. The aggregate per share purchase price is approximately
$21.59 and is based on Wintrust's average trading price at closing determined
in accordance with the merger agreement. Currently, FNBI has outstanding
1,479,800 shares of common stock and shares of preferred stock that will be
converted into approximately 461,000 shares of common stock prior to closing
and in-the-money options to acquire approximately 139,400 shares of common
stock at exercise prices ranging from $5.00 to $6.15 per share, with an
average exercise price of approximately $5.60.
The transaction is subject to approval by banking regulators and FNBI's
shareholders and certain closing conditions. The transaction is expected to
close late in the first quarter or early in the second quarter of 2005 and is
not expected to have a material effect on Wintrust's 2005 earnings per share.
About Wintrust
Wintrust is a $6.2 billion asset financial holding company whose common
stock is traded on the Nasdaq Stock Market(R) (Nasdaq: WTFC). Its 12
community bank subsidiaries, each of which was founded as a de novo bank since
December 1991, are located primarily in high income retail markets in the
Chicago and Milwaukee metropolitan areas - Lake Forest Bank & Trust Company,
Hinsdale Bank & Trust Company, North Shore Community Bank & Trust Company in
Wilmette, Libertyville Bank & Trust Company, Barrington Bank & Trust Company,
Crystal Lake Bank & Trust Company, Northbrook Bank & Trust Company, Advantage
National Bank in Elk Grove Village, Village Bank & Trust-Arlington Heights,
Beverly Bank & Trust Company in Chicago, Northview Bank and Trust in
Northfield and Town Bank in Delafield, Wisconsin. The banks also operate
facilities in Illinois in Buffalo Grove, Cary, Chicago, Clarendon Hills,
Downers Grove, Glencoe, Gurnee, Highland Park, Highwood, Hoffman Estates, Lake
Bluff, Lake Villa, McHenry, Mundelein, Prospect Heights, Ravinia, Riverside,
Roselle, Skokie, Wauconda, Western Springs, Wheaton and Winnetka, and in
Madison, Wisconsin.
Additionally, Wintrust operates various non-bank subsidiaries. First
Insurance Funding Corporation, one of the largest commercial insurance premium
finance companies operating in the United States, serves commercial loan
customers throughout the country. Tricom, Inc. of Milwaukee provides
high-yielding, short-term accounts receivable financing and value-added
out-sourced administrative services, such as data processing of payrolls,
billing and cash management services, to temporary staffing service clients
located throughout the United States. WestAmerica Mortgage Company engages
primarily in the origination and purchase of residential mortgages for sale
into the secondary market through origination offices located throughout the
United States. Loans are also originated nationwide through relationships
with wholesale and correspondent offices. Guardian Real Estate Services, Inc.
of Oakbrook Terrace provides document preparation and other loan closing
services to WestAmerica Mortgage Company and its mortgage broker affiliates.
Northview Mortgage, LLC engages primarily in the origination of residential
mortgages for sale into the secondary market through Northview Bank & Trust's
locations in Northfield, Mundelein and Wheaton, Illinois. Wayne Hummer
Investments, LLC is a broker-dealer providing a full range of private client
and brokerage services to clients located primarily in the Midwest. Focused
Investments LLC is a broker-dealer that provides a full range of investment
solutions to clients through a network of community-based financial
institutions throughout the Midwest. Wayne Hummer Asset Management Company
provides money management services and advisory services to individual
accounts as well as the Wayne Hummer Companies' proprietary mutual funds.
Wayne Hummer Trust Company, a trust subsidiary, allows Wintrust to service
customers' trust and investment needs at each banking location. Wintrust
Information Technology Services Company provides information technology
support, item capture and statement preparation services to the Wintrust
subsidiaries.
Currently, Wintrust operates a total of 49 banking offices and is in the
process of constructing several additional branch facilities. All of
Wintrust's banking subsidiaries are locally managed with local boards of
directors. Wintrust also has announced a pending acquisition of Antioch
Holding Company, the parent company of State Bank of The Lakes in Antioch,
Illinois.
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
proposed acquisition of First Northwest Bancorp, Inc. and integration of First
Northwest Bancorp, Inc. 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, unforeseen delays in
completing the transaction, slower than anticipated development and growth of
First Northwest Bancorp, Inc.'s 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.
Additional Information
Wintrust will be filing a registration statement with the Securities and
Exchange Commission in connection with the proposed transaction. The
registration statement will include a proxy statement/prospectus that will be
sent to the shareholders of First Northwest Bancorp, Inc. seeking their
approval of the proposed transaction.
Shareholders of First Northwest Bancorp, Inc. are advised to read the
important information concerning the proposed transaction contained in the
proxy statement/prospectus and other documents filed by Wintrust with the
Securities and Exchange Commission when they become available. When filed,
these documents can be obtained free of charge from the web site maintained by
the Securities and Exchange Commission at http://www.sec.gov . or upon written
request to Wintrust Financial Corporation, Attn: Investor Relations, 727 North
Bank Lane, Lake Forest, Illinois 60045 or by calling (847) 615-4096, or upon
written request to First Northwest Bancorp, Inc., Attn: President, 234 W.
Northwest Highway, Arlington Heights, Illinois 60004 or by calling
(847) 670-1000.
SOURCE Wintrust Financial Corporation
-0- 11/17/2004
/CONTACT: Edward J. Wehmer, President-CEO, +1-847-615-4096, or David A.
Dykstra, COO, +1-847-615-4096, both of Wintrust Financial Corporation; S.
Michael Polanski, President-CEO of First Northwest Bank, +1-847-670-1000/
/Web site: http://www.wintrust.com /
(WTFC)
CO: Wintrust Financial Corporation; First Northwest Bancorp, Inc.
ST: Illinois
IN: FIN INS
SU: TNM
JL-AM
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0397 11/17/200409:25 ESThttp://www.prnewswire.com