Midwest Banc Holdings, Inc. (NASDAQ: MBHI) (the “Company”), the
holding company for Midwest Bank and Trust Company (the “Bank”),
today filed a prospectus supplement (“Prospectus Supplement”) with
the Securities and Exchange Commission relating to its offer to
exchange newly issued shares of its Common Stock for any and all
outstanding Depositary Shares, $25.00 liquidation amount per share
(the “Depositary Shares”), each representing a 1/100th fractional
interest in a share of the Company’s Series A Noncumulative
Redeemable Convertible Perpetual Preferred Stock (the “Series A
Preferred Stock”), which commenced on December 3, 2009 (the
“Exchange Offer”).
The Prospectus Supplement amends and updates certain information
in the Company’s prospectus, dated December 3, 2009 (as amended and
supplemented from time to time, the “Prospectus”), which forms part
of the Company’s Registration Statement on Form S-4 (File
No. 333-160985) originally filed with the Securities and
Exchange Commission on August 3, 2009 (as amended through the
date hereof, the “Registration Statement”), and the Company’s
Tender Offer Statement on Schedule TO filed on December 3,
2009.
The Prospectus Supplement provides holders of depositary shares
more current and updated information regarding the Company’s
Capital Plan, its financial condition, the previously disclosed
written agreement with its regulators and related matters. Except
for the changes described in the Prospectus Supplement, all other
terms of the Exchange Offer remain the same as in the Prospectus.
Holders of Depositary Shares are encouraged to carefully read the
Prospectus Supplement and the Prospectus in connection with a
decision to participate in the Exchange Offer.
More Information Regarding the Exchange Offer
For each Depositary Share the Company accepts or exchanges in
accordance with the terms of the Exchange Offer, it will issue a
number of shares of its Common Stock (based on the Relevant Price)
having a value equal to $2.80. The “Relevant Price” will be the
greater of (i) the average volume weighted average price, or
“Average VWAP” (as defined in the Prospectus) of the Company’s
Common Stock during the five consecutive trading-day period ending
on and including January 11, 2010, which is the second trading day
immediately preceding the expiration date of the currently
scheduled Exchange Offer period and (ii) the Minimum Share Price of
$0.28 per share. The “Relevant Price” will be fixed at 4:30 p.m.,
New York City time, on the second trading day immediately preceding
the expiration date of the Exchange Offer (which the Company
currently expects to be January 13, 2010, unless the Exchange Offer
is extended) and will be announced prior to 9:00 a.m., New York
City time, on the immediately succeeding business day (which the
Company currently expects to be January 12, 2010, unless the
Exchange Offer is extended). Depending on the trading price of the
Company’s Common Stock compared to the Relevant Price, the market
value of the Common Stock the Company issues in exchange for each
Depositary Share the Company accepts or exchanges may be less than,
equal to or greater than the $2.80 value referred to above. The
Company refers to the number of shares of Common Stock it will
issue for each Depositary Share it accepts in the Exchange Offer as
the “exchange ratio,” and it will round the exchange ratio to four
decimal places. As a result of the Minimum Share Price limitation,
the maximum number of shares of Common Stock the Company may issue
under the Exchange Offer per Depositary Share is ten. The Company
is not offering any consideration with respect to undeclared
dividends on the Depositary Shares tendered and accepted for
exchange in the Exchange Offer.
The Exchange Offer will expire at 5:00 p.m., New York City time,
on January 13, 2010 (unless the Company extends it or terminates it
early). Shareholders may withdraw any Depositary Shares that they
previously tendered in the Exchange Offer at any time prior to the
time it expires.
The Company’s obligation to exchange Common Stock for Depositary
Shares in the Exchange Offer is subject to a number of conditions
that must be satisfied or waived by it, including, among others,
that there has been no change or development that in the Company’s
reasonable judgment may materially reduce the anticipated benefits
to it of the Exchange Offer or that has had, or could reasonably be
expected to have, a material adverse effect on the Company, its
businesses, condition (financial or otherwise) or prospects. The
Company’s obligation to exchange is not subject to any minimum
tender condition.
In connection with the Exchange Offer, the Company filed two
definitive proxy statements with the SEC. One definitive proxy
statement is seeking approval of the holders of the Company’s
Depositary Shares to, among other things, amend the Company’s
Certificate of Incorporation and the certificate of designation of
the Series A Preferred Stock to modify the rights of the holders of
the Series A Preferred Stock. The record date for holders of the
Depositary Shares entitled to instruct the Depositary how to vote
on these matters was November 27, 2009.
The other definitive proxy statement is seeking approval of the
holders of the Company’s Common Stock to, among other things, amend
the Company’s Certificate of Incorporation to increase the number
of authorized shares of the Company’s Common Stock, authorize the
Board of Directors, pursuant to its discretion, to execute a
reverse stock split of the Company’s Common Stock, and approve
certain of the matters related to the Series A Preferred Stock
described above. The record date for the holders of Common Stock
entitled to vote on these matters will be on or after the
settlement date of the Exchange Offer, which is currently expected
to be January 15, 2010.
The Company has filed a Registration Statement (including the
Prospectus, Prospectus Supplement and related Exchange Offer
materials) with the SEC for the Exchange Offer to which this
communication relates. This Registration Statement has not yet
become effective. Before you decide whether to tender into the
Exchange Offer, you should read the 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 may
obtain these documents for free by visiting EDGAR on the SEC Web
site at www.sec.gov. The complete terms and conditions of the
Exchange Offer are set forth in the Prospectus and the related
Letter of Transmittal, copies of which will be 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 or purchase or an
offer to exchange or a solicitation of acceptance of an offer to
sell or purchase or offer to exchange, which may be made only
pursuant to the terms of the Prospectus and related Letter of
Transmittal, as applicable.
About Midwest
We are 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.
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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