AURORA, Ill., Oct. 15, 2021 /PRNewswire/ -- Aurora,
IL-based Old Second Bancorp, Inc. ("Old Second", NASDAQ: OSBC), the
holding company for Old Second National Bank, announced today that
it has received the bank regulatory approvals required to complete
its previously announced merger with Lombard, IL-based West Suburban Bancorp, Inc.
("West Suburban"), and its wholly-owned subsidiary, West Suburban
Bank.
Subject to Old Second stockholder approval and West Suburban
shareholder approval, as well as the satisfaction of customary
closing conditions, Old Second anticipates closing the transaction
in early December 2021.
Old Second operates 29 full-service banking branches primarily
in the Kane, Cook, DeKalb,
DuPage, Kendall, LaSalle and Will counties, and West Suburban operates 35
full service banking branches, primarily in the DuPage, Kane,
Kendall, and Will counties.
"We are extremely pleased to have received the bank regulatory
approvals required to complete the proposed merger with West
Suburban, which represents a significant milestone towards closing
the transaction," commented James
Eccher, President and Chief Executive Officer of Old Second.
"As we previously announced, we believe the combination of our two
banks will significantly enhance our financial strength, our
competitive position in the Chicago metropolitan market, and our ability
to invest in building the best combined bank to serve our customers
and communities. Given our overlapping core values and our
complementary product and service offerings, we believe this merger
will create a strong institution that is well-positioned to grow,
which will benefit the stockholders of both Old Second and West
Suburban."
Additional Information About the Merger and Where to Find
It
This communication is being made in respect of the proposed
merger transaction between Old Second and West Suburban. In
connection with the proposed merger, on October 1, 2021, Old Second filed with the
Securities and Exchange Commission ("SEC") a Registration Statement
on Form S-4 (Registration Statement No. 333-259964) that includes
the Joint Proxy Statement of Old Second and West Suburban and a
Prospectus of Old Second, as well as other relevant documents
regarding the proposed transaction. A definitive Joint Proxy
Statement/Prospectus will also be sent to Old Second stockholders
and West Suburban shareholders.
INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, 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 such jurisdiction.
A free copy of the Joint Proxy Statement/Prospectus, as well as
other filings containing information about Old Second, may be
obtained at the SEC's Internet site (http://www.sec.gov). You can
also obtain these documents, free of charge, from Old Second by
accessing Old Second's investor relations website,
https://investors.oldsecond.com, under the heading "SEC Filings" or
by directing a request to Old Second Stockholder Relations Manager,
Shirley Cantrell, at Old Second
Bancorp, Inc., 37 S. River St., Aurora,
Illinois 60507, by calling 630-906-2303 or by sending an
e-mail to scantrell@oldsecond.com.
Participants in the Solicitation
Old Second and West Suburban and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from Old Second's stockholders and
West Suburban's shareholders in connection with the proposed
merger. Information regarding Old Second's directors and executive
officers is contained in Old Second's definitive proxy statement on
Schedule 14A, dated April 16, 2021
and in certain of its Current Reports on Form 8-K, which are filed
with the SEC. Additional information regarding the interests of
those participants and other persons who may be deemed participants
in the transaction may be obtained by reading the Joint Proxy
Statement/Prospectus regarding the proposed merger. Free copies of
these documents may be obtained as described in the preceding
paragraph.
Cautionary Note Regarding Forward-Looking Statements
Statements included in this press release, which are not
historical in nature are intended to be, and hereby are identified
as, forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Examples of
forward-looking statements include, but are not limited to,
statements regarding the outlook and expectations of Old Second
with respect to the timing of the closing of the transaction and
the strategic and financial benefits of the merger. Words
such as "believe," "may," "anticipates," "plan," "expect,"
"assume," "approximately," "continue," "should," "could," "will,"
and variations of such words and similar expressions are intended
to identify such forward-looking statements.
Forward-looking statements are subject to risks, uncertainties
and assumptions that are difficult to predict with regard to
timing, extent, likelihood and degree of occurrence, which could
cause actual results to differ materially from anticipated results.
Such risks, uncertainties and assumptions, include, among others,
the following:
- the failure of either company to obtain stockholder or
shareholder approval, the satisfaction of conditions to any
regulatory approval, including the expiration of applicable waiting
periods, or the failure of either company to satisfy any of the
other closing conditions to the transaction on a timely basis or at
all;
- the occurrence of any event, change or other circumstances that
could give rise to the right of one or both of the parties to
terminate the merger agreement;
- the occurrence of any event, change or other circumstances that
causes the bank regulatory agencies to revoke their approvals of
the transaction or otherwise impose conditions on such approvals
that could adversely affect the combined company or the benefits of
the transaction;
- the possibility that the anticipated benefits of the
transaction, including anticipated cost savings and strategic
gains, are not realized when expected or at all, including as a
result of the impact of, or problems arising from, the integration
of the two companies or as a result of the strength of the economy,
competitive factors in the areas where Old Second and West Suburban
do business, or as a result of other unexpected factors or
events;
- the impact of purchase accounting with respect to the
transaction, or any change in the assumptions used regarding the
assets purchased and liabilities assumed to determine their fair
value;
- diversion of management's attention from ongoing business
operations and opportunities;
- potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or
completion of the transaction;
- the outcome of any legal proceedings that may be instituted
against Old Second or West Suburban;
- the integration of the businesses and operations of Old Second
and West Suburban, which may take longer than anticipated or be
more costly than anticipated or have unanticipated adverse results
relating to Old Second's and West Suburban's existing
businesses;
- business disruptions following the merger; and
- other factors that may affect future results of Old Second and
West Suburban including changes in asset quality and credit risk;
the inability to sustain revenue and earnings growth; changes in
interest rates and capital markets; inflation; customer borrowing,
repayment, investment and deposit practices; changes in general
economic conditions, including due to the COVID-19 pandemic; the
impact, extent and timing of technological changes; capital
management activities; and other actions of the Federal Reserve
Board and legislative and regulatory actions and reforms.
Old Second disclaims any obligation to update or revise any
forward-looking statements contained in this press release, which
speak only as of the date hereof, whether as a result of new
information, future events or otherwise, except as required by
law. Additional factors that could cause results to differ
materially from those described above can be found in Old Second's
Annual Report on Form 10-K for the year ended December 31, 2020, Old Second's Quarterly Report
on Form 10-Q for the quarter ending June 30,
2021 and the Registration Statement that includes the Joint
Proxy Statement/Prospectus regarding the merger, each of which is
on file with the SEC and available on Old Second's investor
relations website, https://investors.oldsecond.com, under the
heading "SEC Filings," and in other documents Old Second files with
the SEC.
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SOURCE Old Second National Bank