Press Release dated May 2, 2006
Filed
by
First Oak Brook Bancshares, Inc.
(Commission
File No. 0-14468)
pursuant
to Rule 425 under the
Securities
Act of 1933, as amended
Subject
Company: MB Financial, Inc.
(Commission
File No. 0-24566-01)
On
May 2, 2006, First Oak Brook Bancshares, Inc. issued the following press
release:
[FIRST
OAK BROOK BANCSHARES LETTERHEAD]
MB
Financial, Inc.
800
West Madison Street
Chicago,
Illinois 60607
(888)
422-6562
NASDAQ:
MBFI
|
First
Oak Brook Bancshares, Inc.
1400
Sixteenth Street
Oak
Brook, Illinois 60523
(630)
571-1050
NASDAQ:
FOBB
|
PRESS
RELEASE
For
Information
Contact
MB Financial, Inc.:
Jill
York - VP and Chief Financial Officer
E-Mail:
jyork@mbfinancial.com
|
Contact
First Oak Brook Bancshares, Inc.:
Rosemarie
Bouman - Chief Operating Officer
Email:
rbouman@obb.com
|
FOR
IMMEDIATE RELEASE
MB
Financial and First Oak Brook Bancshares to Merge
CHICAGO
—
(BUSINESS WIRE) — May 2, 2006 — MB Financial, Inc. (Nasdaq: MBFI) and First Oak
Brook Bancshares, Inc. (Nasdaq: FOBB) announced the signing of a definitive
merger agreement. Under the Agreement, MB Financial will acquire First Oak
Brook. First Oak Brook is a bank holding company headquartered in Oak Brook,
Illinois with $2.3 billion in assets, $1.9 billion in deposits and 21
full-service branches in Chicago.
The
merger will significantly increase MB Financial’s presence in the attractive
Chicagoland banking market. Combined with First Oak Brook, MB Financial will
have over $8.2 billion in assets and 61 Chicago area locations.
"First
Oak Brook’s strong deposit gathering expertise combined with MB Financial’s
proven asset origination capability will create a company that has the potential
to grow earning assets at double-digit rates while funding them organically
- a
truly powerful combination in an industry where net interest income continues
to
be the main earnings growth engine,” stated Mitchell Feiger, President and Chief
Executive Officer of MB Financial.
“Our
companies complement each other exceptionally well in terms of talent,
geographic coverage and business orientation,” Mr. Feiger continued. “We are
truly excited about the opportunities for our combined company.”
“This
merger means great things for First Oak Brook employees, shareholders and
customers,” stated Richard M. Rieser, Jr., First Oak Brook President and Chief
Executive Officer. “Customers will have access to a deep and broad array of
banking services across a larger geographic footprint. Since there is little
overlap between our footprints, our customers will continue to do business
with
the people they know and trust. MB’s commercial lending and leasing expertise
and earnings power will provide us with extra resources to continue to expand
our retail and community banking presence and meet the needs of our commercial
and public clients, particularly in our centers of influence in the western
suburbs and North Shore of Chicago.”
The
merger will also increase MB Financial’s scale in a number of business lines
including treasury management, merchant processing, asset management, trust,
private banking, investment services and leasing.
Mr.
Feiger also noted, “Together, we will enhance our commercial business in
Chicago’s middle market — one of the most profitable customer segments in
banking. Our combined branches provide us with strong market share in both
DuPage and Cook Counties where almost 80% of Chicago MSA middle-market
businesses are located.”
Based
on
MB Financial’s average closing price for the five-day period ended April
28th,
the
transaction is valued at $36.80 per First Oak Brook share, for a transaction
value of approximately $372 million, exclusive of stock options. At closing,
First Oak Brook shareholders will receive, in exchange for each share of First
Oak Brook common stock they hold, consideration with a value equal to the sum
of
(1) 0.8304 multiplied by the average of the closing prices for MB Financial
common stock during the five trading days ending the day before the completion
of the merger and (2) $7.36, representing an aggregate consideration mix of
approximately 80% MB Financial stock and 20% cash. Under the terms of the merger
agreement, each holder of First Oak Brook common stock will be entitled to
elect
to receive their merger consideration in the form of MB Financial common stock,
cash or a combination of both, subject to limitations and prorations. Receipt
of
shares of MB Financial stock in the merger is expected to be
tax-free.
The
merger, is subject to regulatory approvals, approval by MB Financial
stockholders of the issuance of MB Financial shares in the merger, and approval
by First Oak Brook stockholders, and is expected to close in the fourth quarter
of 2006. The merger is expected to be immediately accretive to MB Financial’s
annual GAAP and cash EPS.
Following
the merger Mr. Rieser and Mr. Charles Gries from First Oak Brook’s board will
join the MB Financial Board. Mr. Rieser will continue in his current capacity
until the transaction closes; at that time, he will become Vice Chairman and
Executive Vice President of MB Financial, Inc.
The
definitive agreement was unanimously approved by the boards of MB Financial
and
First Oak Brook, and the directors have executed agreements to vote their shares
in favor of the transaction.
Goldman,
Sachs & Co. is acting as financial advisor to MB Financial and Silver,
Freedman & Taff LLP is serving as its legal counsel with respect to the
transaction. First Oak Brook is being advised by Keefe, Bruyette & Woods
Inc. and Vedder, Price, Kaufman & Kammholz, P.C. is acting as its legal
counsel.
MB
Financial, Inc. is the $5.9 billion Chicago-based holding company for its lead
bank, MB Financial Bank, N.A., and Union Bank, N.A. (Oklahoma). MB Financial
Bank also owns LaSalle Systems Leasing, Inc. and Vision Investment Services,
Inc., a registered broker/dealer.
MB
Financial Bank (www.mbfinancial.com)
is a
leader among Chicago area banks and 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 communities where its branches
are located. MB Financial Bank currently has 40 branches strategically located
throughout the Chicago area.
First
Oak
Brook Bancshares, Inc. was organized in 1983 and has been traded publicly since
1985. It is the 11th largest independent bank holding company headquartered
in
Illinois and its primary business is the ownership and control of Oak Brook
Bank.
Oak
Brook
Bank is a $2.3 billion commercial bank chartered in Illinois. Oak Brook Bank
offers commercial and retail banking services and trust and investment
management. Seventeen of the bank’s 21 Chicago branches are located in the
western suburbs; three in the northern suburbs; and one in downtown Chicago.
First Oak Brook is scheduled to open two additional branches later in the
year.
Announcement
of Conference Call
MB
Financial and First Oak Brook will host a conference call at 10:30 a.m. C.S.T.
on May 2, 2006. The number to call in the United States is 1-800-573-4840
(Passcode: 92201939). If this time is inconvenient, a digital recording will
be
available two hours after the conference from May 2, 2006 to May 8, 2006 by
dialing into 1-888-286-8010 in the United States (Passcode: 49326887). A copy
of
the transaction investor presentation, along with a webcast of this call will
also be available at both www.mbfinancial.com
and
www.firstoakbrook.com.
Forward-Looking
Statements
When
used
in this press release and in filings with the Securities and Exchange
Commission, in other press releases or other public shareholder communications,
or in oral statements made with the approval of an authorized executive officer,
the words or phrases “believe,” “will likely result,” “are expected to,” “will
continue,” “is anticipated,” “estimate,” “project,” “plans,” or similar
expressions are intended to identify “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. You are
cautioned not to place undue reliance on any forward-looking statements, which
speak only as of the date such statements are made. These statements may relate
to future financial performance, strategic plans or objectives, revenues or
earnings projections, or other financial information. By their nature, these
statements are subject to numerous uncertainties that could cause actual results
to differ materially from those anticipated in the statements. Statements about
the expected timing, completion and effects of the proposed merger and all
other
statements in this release other than historical facts constitute
forward-looking statements.
Important
factors that could cause actual results to differ materially from the results
anticipated or projected include, but are not limited to, the following: (1)
expected cost savings and synergies from the MB Financial-First Oak Brook merger
might not be realized within the expected time frames and costs or difficulties
relating to integration matters might be greater than expected; (2) the
requisite stockholder and regulatory approvals for the MB Financial-First Oak
Brook merger might not be obtained; (3) the credit risks of lending activities,
including changes in the level and direction of loan delinquencies and
write-offs and changes in estimates of the adequacy of the allowance for loan
losses; (4) competitive pressures among depository institutions; (5) interest
rate movements and their impact on customer behavior and net interest margin;
(6) the impact of repricing and competitors’ pricing initiatives on loan and
deposit products; (7) the ability to adapt successfully to technological changes
to meet customers’ needs and developments in the market place; (8) MB
Financial’s ability to realize the residual values of its direct finance,
leveraged and operating leases; (9) the ability to access cost-effective
funding; (10) changes in financial markets; (11) changes in economic conditions
in general and in the Chicago metropolitan area in particular; (12) the costs,
effects and outcomes of litigation; (13) new legislation or regulatory changes,
including but not limited to changes in
federal
and/or state tax laws or interpretations thereof by taxing authorities; (14)
changes in accounting principles, policies or guidelines; (15) MB Financial’s
deposit growth and deposit mix resulting from its new deposit gathering strategy
may be less favorable than expected; (16) the impact of the guidance recently
proposed by the federal banking regulators regarding concentrations in real
estate lending. and (17) future acquisitions by MB Financial of other depository
institutions or lines of business.
MB
Financial and First Oak Brook do not undertake any obligation to update any
forward-looking statement to reflect circumstances or events that occur after
the date on which the forward-looking statement is made.
Additional
Information
MB
Financial will file a registration statement on Form S-4 with the Securities
and
Exchange Commission (the “SEC”) in connection with the proposed transaction. The
registration statement will include a joint proxy statement of MB Financial
and
First Oak Brook that also constitutes a prospectus of MB Financial, which will
be sent to the stockholders of MB Financial and First Oak Brook. Stockholders
are advised to read the joint proxy statement/prospectus when it becomes
available because it will contain important information about MB Financial,
First Oak Brook and the proposed transaction. When filed, this document and
other documents relating to the merger filed by MB Financial and First Oak
Brook
can be obtained free of charge from the SEC’s website at www.sec.gov.
These
documents also can be obtained free of charge by accessing MB Financial’s
website at www.mbfinancial.com
under
the tab “Investor Relations” and then under “SEC Filings” or by accessing First
Oak Brook’s website at www.firstoakbrook.com
under
the tab “SEC Filings.” Alternatively, these documents, when available, can be
obtained free of charge from MB Financial upon written request to MB Financial,
Inc., Secretary, 6111 North River Road, Rosemont, Illinois 60018 or by calling
(847) 653-1992, or from First Oak Brook, upon written request to First Oak
Brook
Bancshares, Inc., Rosemarie Bouman, 1400 Sixteenth Street, Oak Brook, Illinois
60523.or by calling (630) 571-1050.
Participants
in this Transaction
MB
Financial, First Oak Brook and certain of their respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies from stockholders in connection with the proposed transaction under
the
rules of the SEC. Information about these participants may be found in the
definitive proxy statement of MB Financial relating to its 2006 Annual Meeting
of Shareholders filed with the SEC by MB Financial on March 29, 2006 and the
definitive proxy statement of First Oak Brook relating to its 2006 Annual
Meeting of Shareholders filed with the SEC on April 7, 2006. These definitive
proxy statements can be obtained free of charge from the sources indicated
above. Additional information regarding the interests of these participants
will
also be included in the joint proxy statement/prospectus regarding the proposed
transaction when it becomes available.
This
press release shall not constitute an offer to sell or the solicitation of
an
offer to sell or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities
shall
be made except by means of a prospectus meeting the requirements of Section
10
of the Securities Act of 1933, as amended.