Midwest Banc Holdings, Inc. Extends Expiration Date for Exchange Offer
January 15 2010 - 8:30AM
Business Wire
Midwest Banc Holdings, Inc. (NASDAQ:MBHI) (the “Company”), the
holding company for Midwest Bank and Trust Company (the “Bank”),
today announced that, in connection with its offer to exchange up
to 17,250,000 shares of its Common Stock for outstanding Depositary
Shares, $25.00 liquidation amount per share, each representing a
1/100th fractional interest in a share of the Company’s Series A
Noncumulative Redeemable Convertible Perpetual Preferred Stock that
commenced on December 3, 2009 (the “Exchange Offer”), it has
extended the expiration date for the Exchange Offer until 5:00
p.m., New York City time, on Thursday, January 21, 2010, unless
further extended. The Exchange Offer was scheduled to expire at
5:00 p.m., New York City time, on January 14, 2010. Except for the
extension of the expiration date, all other terms of the Exchange
Offer remain as set forth in the Company’s prospectus related to
the Exchange Offer, as supplemented. The previously announced
exchange ratio of 7.0886 shares of Common Stock for each Depositary
Share will not be affected by the announced extension of the
Exchange Offer.
As of 5:00 p.m. New York City time on January 14, 2010,
1,222,270 Depositary Shares representing approximately 71% of the
1,725,000 Depositary Shares outstanding had been validly tendered
and not withdrawn. The Company has extended the Exchange Offer to
permit further solicitation of tenders of Depositary Shares and of
voting instructions from holders of Depositary Shares in connection
with the proposals to amend the Company’s charter to eliminate
certain rights with respect to dividends on the Series A
Preferred Stock and the election of directors and the proposal to
authorize the issuance of senior preferred stock to the U.S.
Treasury, should such transaction occur, as further described in
the prospectus for the Exchange Offer and related Depositary Shares
proxy statement. The Company also reiterated its intention, as
disclosed in the prospectus, to delist any remaining Depositary
Shares from Nasdaq following completion of the Exchange Offer. The
special meeting of the holders of the Company’s Series A Preferred
Stock was adjourned on January 14, 2010 and will reconvene on
Thursday, January 21, 2010 at 6:30 p.m., New York City time at the
Company's main office 501 West North Avenue, Melrose Park,
Illinois.
“We are pleased with the number of shares tendered to date and
feel confident that we can improve these results by extending the
expiration date a few days,” said Roberto R. Herencia, the
Company’s Chief Executive Officer. “An increase in the number of
shares tendered will maximize the benefits of the Exchange Offer
and facilitate the completion of the other components of our
capital plan.”
About Midwest
We are the holding company for Midwest Bank and Trust Company, a
half century old community bank with $3.5 billion in assets at
September 30, 2009. We have two principal operating subsidiaries:
Midwest Bank and Trust Company and Midwest Financial and Investment
Services, Inc. Midwest Bank has 26 locations serving the diverse
needs of both urban and suburban Chicagoland businesses and
consumers through its Commercial Banking, Wealth Management,
Corporate Trust and Retail Banking areas.
Additional Information Regarding the Exchange Offer
The Company has filed a Registration Statement on Form S-4
(which includes the Company’s prospectus dated December 3, 2009 and
accompanying proxy statements (the “Original Prospectus”), as
amended and supplemented by the prospectus supplement, dated
January 8, 2010 (the “Prospectus Supplement”)) with the SEC for the
Exchange Offer to which this communication relates. You should read
the Original Prospectus in that Registration Statement, as
supplemented by the Prospectus Supplement, and other documents the
Company has filed with the SEC for more complete information about
the Company and the Exchange Offer. You can access these documents
for free by visiting EDGAR on the SEC website at www.sec.gov. The
complete terms and conditions of the Exchange Offer are set forth
in the Original Prospectus, as amended by the Prospectus
Supplement, and the related Letter of Transmittal, copies of which
documents are available at http://www.morrowco.com/midwest.htm and
from Morrow & Co., LLC, the information agent, at (800)
483-1314 or, for banks and brokerage firms, at (203) 658-9400.
This press release is not an offer to sell, purchase or exchange
or a solicitation of acceptance of an offer to sell, purchase or
exchange any security of the Company, which may be made only
pursuant to the terms of the Original Prospectus as supplemented by
the Prospectus Supplement and related Letter of Transmittal, as
applicable. This press release is not a solicitation of a proxy or
voting instruction related to any meeting of the securityholders of
the Company.
Forward-Looking Statements
This press release contains certain “Forward-Looking Statements”
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These include statements as to expectations regarding the
Company’s Capital Plan, the Exchange Offer and any other statements
regarding the Company’s expectations or future results, plans or
strategies. The Company’s ability to predict results, or the actual
effect of future plans or strategies, is inherently uncertain.
These statements should be reviewed in conjunction with the
Company’s Annual Report on Form 10-K, including the information
under “Risk Factors” therein, its Quarterly Reports on Form 10-Q
and other publicly available information filed by the Company
regarding the Company. Such publicly available information sets
forth certain risks and uncertainties related to the Company’s
business that could cause actual results to differ from those set
forth in the forward-looking statements or that could have a
material effect on the operations and future prospects of the
Company, and should be considered in evaluating forward-looking
statements contained herein.
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