MBFI MB Financial Inc.

MB Financial, Inc. (the “Company”) (NASDAQ: MBFI) announced today that it has submitted written notice to the NASDAQ Stock Market (“NASDAQ”) of its intention to voluntarily delist from NASDAQ the depositary shares (the “Depositary Shares”) (NASDAQ: MBFIO), each representing a 1/40th interest in a share of the Company’s 6.00% Non-Cumulative Perpetual Preferred Stock, Series C (the “Series C Preferred Stock”).  This action was taken in anticipation of the closing of the acquisition of the Company by Fifth Third Bancorp (“Fifth Third”), which will be effected by the merger (the “Merger”) of a wholly owned subsidiary of Fifth Third with and into the Company, with the Company surviving the Merger and becoming a subsidiary of Fifth Third.  As previously announced, the transaction is expected to close on March 22, 2019.  

The Company expects to file a Form 25 on March 21, 2019 with the Securities and Exchange Commission (the “SEC”) to notify the SEC of the Company’s withdrawal of the Depositary Shares from listing on NASDAQ and the Company’s intention to withdraw the Depositary Shares from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The Company expects that trading in the Depositary Shares will be suspended after the close of market on March 21, 2019 and that the delisting of the Depositary Shares will become effective ten days from the filing of the Form 25.  Upon effectiveness of the Form 25, it is expected that the Company will file a Form 15 with the SEC to terminate the registration of the Depositary Shares under Section 12(g) of the Exchange Act and to notify the SEC of the suspension of the Company’s public reporting obligations with respect to the Depositary Shares.

The Depositary Shares and Series C Preferred Stock will remain outstanding following the Merger, but the Depositary Shares will no longer trade on NASDAQ or any other securities exchange.

MB Financial, Inc. is the Chicago-based holding company for MB Financial Bank, N.A. (“MB”) which has approximately $20 billion in assets and a more than one hundred year history of building deep and lasting relationships with middle-market companies and individuals.  MB offers a full range of powerful financial solutions and the expertise and experience of bankers who are focused on their clients’ success.  Learn more about MB by visiting www.mbfinancial.com.

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, as discussed in MB Financial’s filings with the Securities and Exchange Commission.  You should not place undue reliance on any forward-looking statements and MB Financial undertakes no obligation to update any such statements to reflect circumstances or events that occur after the date on which the forward-looking statement is made.

For Information at MB Financial, Inc. contact:Berry Allen - Investor RelationsE-Mail: beallen@mbfinancial.com