First Community Financial Partners, Inc. (NASDAQ:FCFP) (“First
Community” or the “Company”), the parent company of First Community
Financial Bank (the “Bank”), and First Mazon Bancorp, Inc. (“First
Mazon”) announced today the signing of a definitive agreement to
merge First Mazon’s wholly owned subsidiary, Mazon State Bank
(“MSB”) with the Bank.
Founded in 1944, MSB operates three full-service banking offices
in Mazon, Braidwood and Diamond, Illinois. The company is
headquartered in Mazon and has total assets of $85
million. The communities MSB serves are contiguous to
First Community Financial Bank’s existing markets. At
December 31, 2015, MSB reported loans of $33 million, residential
mortgage loans sold and serviced of $48 million, and $74 million in
deposits, 99.59% of which are core deposits.
“We are excited to welcome Mazon State Bank’s clients and
experienced banking professionals to the First Community family,”
said Roy C. Thygesen, First Community’s Chief Executive
Officer. “This combination will further enhance our position
as the largest community bank headquartered in Will County and
gives us our first location in Grundy County allowing us to better
serve our existing clients who are based there.”
“We believe Mazon State Bank represents an excellent cultural
fit with First Community. Their base of loyal clients and
sound asset quality reflects the deep community roots of Mazon
State Bank’s team. MSB’s strong reputation of excellent
client service fits very well with our community based focus.”
Michael C. Breisch, Chairman, President & CEO of Mazon State
Bank, commented “Joining the First Community family will allow us
to continue our high touch approach to community banking while
giving our customers access to enhanced financial solutions and a
more robust technology platform. Our aim was to find a
strategic partner that shares our values and community focus.
We found that in First Community and believe this partnership
allows us to better meet the growing financial needs of our
markets.”
Under the terms of the agreement, First Community will pay $8.5
million to First Mazon for the assets of Mazon State Bank. The
agreement has been unanimously approved by the boards of directors
of both companies. Conditions to the closing of the agreement
include approval of First Mazon’s shareholders, regulatory approval
and other customary closing conditions.
First Community anticipates it will be able to achieve an
earnback of less than one year on the estimated dilution to
tangible book value and expects modest accretion to its earnings
per share in 2016 and beyond. The closing of the transaction is
expected to occur during the third quarter of 2016.
First Community and the Bank were advised in this transaction by
Howard & Howard as legal advisor and Hovde Group as financial
advisor. First Mazon and Mazon State Bank were advised by Barack
Ferrazzano as legal advisor.
About First Community Financial Partners, Inc.:
First Community Financial Partners, Inc., headquartered in Joliet,
Illinois, is a bank holding company whose common stock trades on
the NASDAQ Capital Market (NASDAQ:FCFP). First Community Financial
Partners has one bank subsidiary, First Community Financial Bank.
First Community Financial Bank, based in Plainfield, Illinois, is a
wholly owned banking subsidiary of First Community Financial
Partners, with locations in Joliet, Plainfield, Homer Glen,
Channahon, Naperville and Burr Ridge, Illinois. The Bank is
dedicated to its founding principles by being actively involved in
the communities it serves and providing exceptional personal
service delivered by experienced local professionals.
About Mazon State Bank: Mazon State Bank,
headquartered in Mazon, Illinois, provides full service commercial
and retail banking capabilities through its three full service
banking offices in Mazon, Braidwood and Diamond, Illinois.
The bank was founded in 1944 with assets of $25,000 and has grown
to $85 million in total assets.
ADDITIONAL INFORMATION ABOUT THE TRANSACTION
First Community has filed a Form 8-K relating to this
transaction. The Form 8-K will be available free of charge at
the SEC’s website, www.sec.gov, or by contacting First Community at
2801 Black Road, Joliet, Illinois, 60435, Attention: Glen L.
Stiteley, Investor Relations, telephone 815-725-1885,
gstiteley@fcbankgroup.com.
Special Note Concerning Forward-Looking Statements
Any statements in this release other than statements of
historical facts, including statements about management’s beliefs
and expectations, are forward-looking statements and should be
evaluated as such. These statements are made on the basis of
management’s views and assumptions regarding future events and
business performance. Words such as “estimate,” “believe,”
“anticipate,” “expect,” “intend,” “plan,” “target,” “project,”
“should,” “may,” “will” and similar expressions are intended to
identify forward-looking statements. Forward-looking statements
(including oral representations) involve risks and uncertainties
that may cause actual results to differ materially from any future
results, performance or achievements expressed or implied by such
statements. These risks and uncertainties involve a number of
factors related to the businesses of First Community and its wholly
owned bank subsidiary, including: risks associated with First
Community’s possible pursuit of acquisitions; economic conditions
in First Community’s, and its wholly owned bank subsidiary’s;
service areas; system failures; losses of large customers;
disruptions in relationships with third party vendors; losses of
key management personnel and the inability to attract and retain
highly qualified management personnel in the future; the impact of
legislation and regulatory changes on the banking industry,
including the implementation of the Basel III capital reforms;
losses related to cyber-attacks; and liability and compliance costs
regarding banking regulations. These and other risks and
uncertainties are discussed in more detail in First Community’s
filings with the Securities and Exchange Commission, including
First Community’s Annual Report on Form 10-K filed on March 11,
2016.
Many of these risks are beyond management’s ability to control
or predict. All forward-looking statements attributable to First
Community, and its wholly owned bank subsidiary, or persons acting
on behalf of each of them are expressly qualified in their entirety
by the cautionary statements and risk factors contained in this
communication. Because of these risks, uncertainties and
assumptions, you should not place undue reliance on these
forward-looking statements. Furthermore, forward-looking statements
speak only as of the date they are made. Except as required under
the federal securities laws or the rules and regulations of the
Securities and Exchange Commission, First Community does not
undertake any obligation to update or review any forward-looking
information, whether as a result of new information, future events
or otherwise.
Contact:
Roy C. Thygesen
Chief Executive Officer
First Community Financial Partners, Inc.
(630) 789-4444
rthygesen@fcbankgroup.com
Michael C. Breisch
Chairman, President and Chief Executive Officer
Mazon State Bank
(815) 448-2102
mbreisch@mazonbank.com
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