MB Financial Announces Completion of First Oak Brook Merger
August 25 2006 - 8:02PM
Business Wire
MB Financial, Inc. (Nasdaq Global Select:MBFI) announced that its
merger with First Oak Brook Bancshares, Inc. (Nasdaq Global
Select:FOBB) was completed today. MB Financial will issue
approximately 8.4 million shares of common stock and pay
approximately $74.1 million in cash in the transaction. Based on
the average MB Financial closing price for the five-trading day
period ended August 23, 2006 of $36.214, the value of the
consideration to be paid to First Oak Brook stockholders is $37.43
per share, regardless of whether paid in cash or MB Financial
stock. First Oak Brook stockholders who made valid elections to
receive stock and First Oak Brook stockholders who did not make
valid elections to receive either form of merger consideration will
receive 1.0336 shares of MB Financial common stock for each First
Oak Brook share, which has a per share value of $37.43 based on the
$36.214 five-day average MB Financial closing price. As a result of
prorations, First Oak Brook stockholders who made valid elections
to receive cash will receive $37.43 per share in cash with respect
to 78.48% of their shares and 1.0336 MB Financial shares for each
First Oak Brook share with respect to 21.52% of their shares. Cash
will be paid in lieu of fractional MB Financial shares. "We are
looking forward to the next step and the benefits that are expected
from integrating the two companies. The merger provides additional
strength to nearly every aspect of our bank operations," said
Mitchell Feiger, President and Chief Executive Officer of MB
Financial. "The combined organization will benefit from enhanced
geographic convenience - with greater coverage in Cook and Du Page
Counties where 80% of the Chicago area's middle market companies
are located. In addition, the merger provides more resources to
continue expansion in such other key areas as retail and community
banking, commercial lending and leasing, treasury management,
merchant processing, asset management, trust, private banking and
investment services," Feiger added. It is expected that Oak Brook
Bank, First Oak Brook's subsidiary bank, will be merged into MB
Financial's lead bank subsidiary, MB Financial Bank, N.A., in the
fourth quarter of 2006. As a result of the merger, MB Financial now
has consolidated assets of over $8 billion and 62 branch offices in
the Chicago area. MB Financial also has five branch offices in the
Oklahoma City, Oklahoma area through its Union Bank, N.A.
subsidiary and one branch office in Philadelphia, Pennsylvania. MB
Financial Bank (www.mbfinancial.com) is a locally operated
financial institution, which has been delivering competitive
personalized service for more than 90 years to privately-owned,
middle-market companies as well as to individuals who live and work
in the Chicago metropolitan area. Safe Harbor Statement: Statements
in this press release that are not historical facts are
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. By their nature, such
statements are subject to numerous factors that could cause actual
results to differ materially from those anticipated in the
statements, including, without limitation, the possibility that the
integration of the operations of Oak Brook Bank with those of MB
Financial Bank may prove more difficult and take longer than
expected, as well as other risks discussed in MB Financial's
filings with the Securities and Exchange Commission.
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