Byline Bancorp, Inc. (“Byline”) (NYSE: BY), and First Security
Bancorp, Inc. (“First Security Bancorp”) today jointly announced
that they have entered into a definitive merger agreement pursuant
to which First Security Bancorp and its wholly owned subsidiary,
First Security Trust and Savings Bank (“First Security”), will
combine with Byline Bancorp, Inc. in a cash and stock transaction
valued at approximately $41.0 million based upon Byline’s closing
stock price as of September 27, 2024.
The partnership will present a unique opportunity to combine two
culturally aligned franchises by strengthening Byline’s position as
the preeminent commercial bank in Chicago. The transaction will
solidify Byline’s position as Chicago’s largest community bank with
assets under $10 billion, $7.3 billion in loans and $7.8 billion in
deposits, with 45 branches across the greater Chicago metropolitan
area.
First Security Bancorp, Inc., the parent company of First
Security Trust and Savings Bank, is headquartered in Elmwood Park,
IL with total assets of $354.8 million, total loans of $201.4
million and total deposits of $321.8 million as of June 30, 2024.
Serving its communities for over 75 years, First Security Trust and
Savings Bank offers commercial and community banking services, with
one branch location in Elmwood Park, IL.
Roberto R. Herencia, Executive Chairman and Chief Executive
Officer of Byline Bancorp, Inc., stated, “First Security Trust and
Savings Bank is a highly respected financial institution that
shares our core values of exceptional customer service and building
lasting relationships within the communities we serve and call
home. At Byline, our M&A strategy is centered on finding the
right partners – those who align with our values and strengthen our
presence in complementary markets.”
“We are pleased to add this high-quality and complimentary
Chicagoland franchise through a partnership that aligns with our
strategy of being the preeminent commercial bank in Chicago. First
Security brings a solid core deposit base that further enhances
balance sheet flexibility, while its loan mix adds valuable
diversification to our portfolio,” said Alberto J. Paracchini,
President of Byline Bancorp, Inc. “Together, we believe this
partnership will enhance our financial position, drive sustainable
growth, and create long-term value for our stockholders, all while
reinforcing our commitment to our core markets and staying true to
our local roots. We are excited to welcome First Security customers
to Byline and look forward to serving them with the same dedication
and excellence they’ve come to expect.”
Danny Wirtz, Chairman and Chief Executive Officer of First
Security Bancorp, Inc., said, “By joining forces with Byline, we
are aligning with a partner that shares our commitment to
exceptional customer service, innovation and community focus. First
Security Bancorp was founded on the principles of offering tailored
products and services to meet our customers’ financial needs, and
this partnership will further those principles. We believe Byline
can leverage First Security’s strengths to drive continued growth
in the Chicago market, while also creating greater value for our
customers and the communities we serve.”
Transaction Details
Under the terms of the definitive merger agreement, at the
closing of the transaction, Byline will issue 2.1794 shares of its
common stock for each outstanding share of First Security Bancorp
common stock, or approximately 1.5 million shares to First Security
Bancorp common stockholders, subject to adjustment per the terms of
the agreement. Based upon the closing price of Byline’s common
stock of $26.16 on September 27, 2024, this represents a
transaction value of approximately $38.4 million or $57.01 per
First Security Bancorp common share. Outstanding First Security
Bancorp preferred shares will be redeemed in cash at closing with
an estimated aggregate value of approximately $2.6 million in
accordance with the terms of the certificate of designation.
The transaction has been approved unanimously by each company’s
board of directors and is expected to close during the second
quarter of 2025, and is subject to regulatory approvals, the
approval of First Security Bancorp, Inc.’s stockholders, and the
satisfaction of certain other closing conditions.
Stephens Inc. served as financial advisor to Byline, and Vedder
Price P.C. served as Byline’s legal advisor. D.A. Davidson &
Co. served as financial advisor to First Security Bancorp, and
Barack Ferrazzano Kirschbaum & Nagelberg LLP served as First
Security Bancorp’s legal advisor.
Presentation
A slide presentation relating to the transaction can be accessed
on the “News and Events” page of Byline’s website at
www.bylinebancorp.com.
About Byline Bancorp, Inc.
Headquartered in Chicago, Byline Bancorp, Inc. is the parent
company of Byline Bank, a full service commercial bank serving
small- and medium-sized businesses, financial sponsors, and
consumers. Byline Bank has approximately $9.6 billion in assets and
operates 46 branch locations throughout the Chicago and Milwaukee
metropolitan areas. Byline Bank offers a broad range of commercial
and community banking products and services including small ticket
equipment leasing solutions and is one of the top Small Business
Administration lenders in the United States.
About First Security Bancorp, Inc.
First Security Bancorp, Inc. is the parent company of First
Security Trust and Savings Bank, a full service community bank that
offers commercial and community banking services through its
headquarters in Elmwood Park, IL. First Security Trust and Savings
Bank was founded in 1946 and has continuously been the community
bank that local businesses and people could rely on. For more
information, visit www.fstsb.com.
Forward-Looking Statements
This press release may contain “forward-looking statements”
within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995. Any statements about Byline’s expectations, beliefs,
plans, strategies, predictions, forecasts, objectives or
assumptions of future events or performance are not historical
facts and may be forward-looking. These statements include, but are
not limited to, the expected completion date, financial benefits
and other effects of the proposed merger of Byline and First
Security Bancorp. These statements are often, but not always, made
through the use of words or phrases such as “anticipates,”
“believes,” “expects,” “can,” “could,” “may,” “predicts,”
“potential,” “opportunity,” “should,” “will,” “estimate,” “plans,”
“projects,” “continuing,” “ongoing,” “expects,” “seeks,” “intends”
and similar words or phrases. Accordingly, these statements involve
estimates, known and unknown risks, assumptions and uncertainties
that could cause actual strategies, actions or results to differ
materially from those expressed in them, and are not guarantees of
timing, future results or other events or performance. Because
forward-looking statements are necessarily only estimates of future
strategies, actions or results, based on management’s current
expectations, assumptions and estimates on the date hereof, and
there can be no assurance that actual strategies, actions or
results will not differ materially from expectations, readers are
cautioned not to place undue reliance on such statements. Factors
that may cause such a difference include, but are not limited to,
the reaction to the transaction of the companies’ customers,
employees and counterparties; customer disintermediation;
inflation; expected synergies, cost savings and other financial
benefits of the proposed transaction might not be realized within
the expected timeframes or might be less than projected; the
requisite stockholder and regulatory approvals for the proposed
transaction might not be obtained; credit and interest rate risks
associated with Byline’s and First Security Bancorp, Inc.’s
respective businesses, customers, borrowings, repayment,
investment, and deposit practices; general economic conditions,
either nationally or in the market areas in which Byline and First
Security Bancorp, Inc. operate or anticipate doing business, are
less favorable than expected; new regulatory or legal requirements
or obligations; and other risks. Certain risks and important
factors that could affect Byline’s future results are identified in
its Annual Report on Form 10-K for the year ended December 31, 2023
and other reports filed with the Securities and Exchange
Commission, including among other things under the heading “Risk
Factors” in such Annual Report on Form 10-K. Any forward-looking
statement speaks only as of the date on which it is made, and
Byline undertakes no obligation to update any forward-looking
statement, whether to reflect events or circumstances after the
date on which the statement is made, to reflect new information or
the occurrence of unanticipated events, or otherwise.
Important Additional Information and Where to Find It
This communication is being made in respect of the proposed
merger transaction involving Byline and First Security Bancorp.
Byline intends to file a registration statement on Form S-4 with
the SEC, which will include a proxy statement of First Security
Bancorp and a prospectus of Byline, and Byline will file other
documents regarding the proposed transaction with the SEC. A
definitive proxy statement/prospectus will also be sent to First
Security Bancorp stockholders seeking the required stockholder
approval of the proposed transaction. Before making any voting or
investment decision, investors and security holders of First
Security Bancorp are urged to carefully read the entire
registration statement and proxy statement/prospectus, when they
become available, as well as any amendments or supplements to these
documents, because they will contain important information about
the proposed transaction. The documents filed by Byline with the
SEC may be obtained free of charge at the SEC’s website at
www.sec.gov. In addition, the documents filed by Byline may be
obtained free of charge at its website at
http://www.bylinebancorp.com/Docs. Alternatively, these documents,
when available, can be obtained free of charge from Byline upon
written request to Byline Bancorp, Inc., Attn: Brooks Rennie, Head
of Investor Relations, 180 North LaSalle Street, 3rd Floor,
Chicago, Illinois 60601, or by calling (773) 244-7000.
Information regarding the interests of certain of First Security
Bancorp’s directors and executive officers and a description of
their direct and indirect interests, by security holdings or
otherwise, will be included in the registration statement on Form
S-4 regarding the proposed transaction when it becomes
available.
Participants in this Transaction
Byline, First Security Bancorp, their respective directors and
executive officers and certain of their other members of management
and employees may be deemed to be participants in the solicitation
of proxies from First Security Bancorp stockholders in connection
with the proposed transaction. Information about the directors and
executive officers of Byline may be found in Byline’s Annual Report
on Form 10-K for the year ended December 31, 2023, as filed with
the SEC on March 4, 2024 and in Byline’s proxy statement for its
2024 Annual Meeting of Stockholders, as filed with the SEC on April
22, 2024, copies of which can be obtained free of charge from
Byline or from the SEC’s website as indicated above. To the extend
the holdings of Byline’s securities by its directors and executive
officers have changed since the amounts set forth in Byline’s proxy
statement for its 2024 Annual Meeting of Stockholders, such changes
have been or will be reflected on Statements of Change in Ownership
on Form 4 filed with the SEC. In addition, information about the
directors and executive officers of Byline and First Security
Bancorp and other persons who may be deemed participants in the
transaction will be included in the proxy statement/prospectus and
other relevant materials when filed with the SEC.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240930111527/en/
Contact For Byline Bancorp, Inc.:
Investors / Media: Brooks Rennie Head of Investor
Relations Byline Bank (312) 660-5805 brennie@bylinebank.com
Contact For First Security Bancorp, Inc.:
Media: Julia Sznewajs Res Publica Group (312)
755-3574
Byline Bancorp (NYSE:BY)
過去 株価チャート
から 10 2024 まで 11 2024
Byline Bancorp (NYSE:BY)
過去 株価チャート
から 11 2023 まで 11 2024
