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8-K - FORM 8-K - MIDWEST BANC HOLDINGS INC | c55518e8vk.htm |
EX-99.2 - EX-99.2 - MIDWEST BANC HOLDINGS INC | c55518exv99w2.htm |
EXHIBIT 99.1
Filed by Midwest Banc Holdings, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Midwest Banc Holdings, Inc.
Registration No. 333-160985
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Midwest Banc Holdings, Inc.
Registration No. 333-160985
Midwest Banc Holdings, Inc. Announces Exchange Ratio for Exchange of
Depositary Shares; Extends Expiration Date for Exchange Offer
Depositary Shares; Extends Expiration Date for Exchange Offer
7.0886 shares of Common Stock will be issued for
each Depositary Share validly tendered and accepted;
each Depositary Share validly tendered and accepted;
Expiration date for Exchange Offer extended to
January 14, 2010 at 5:00 p.m. New York City time
January 14, 2010 at 5:00 p.m. New York City time
MELROSE PARK, Ill. January 12, 2010 Midwest Banc Holdings, Inc. (NASDAQ: MBHI) (the
Company), the holding company for Midwest Bank and Trust Company (the Bank), today announced
that, in connection with its offer to exchange up to 17,250,000 shares of its Common Stock for
outstanding Depositary Shares, $25.00 liquidation amount per share, each representing a 1/100th
fractional interest in a share of the Companys Series A Noncumulative Redeemable Convertible
Perpetual Preferred Stock that commenced on December 3, 2009 (the Exchange Offer), it had
determined that 7.0886 shares of Common Stock will be issued for each Depositary Share validly
tendered and accepted for exchange in the Exchange Offer.
In accordance with the terms of the Exchange Offer as set forth in Companys prospectus dated
December 3, 2009 (the Original Prospectus), as amended and supplemented by the prospectus
supplement, dated January 8, 2010 (the Prospectus Supplement), and the related letter of
transmittal, the total number of shares of Common Stock of the Company issuable for each Depositary
Share was determined by dividing $2.80 by $0.3950, which was the average volume weighted average
price of the Companys Common Stock during the five trading-day period beginning January 5, 2010
and ending January 11, 2010.
The Company also announced that it had extended the expiration date for the Exchange Offer
until 5:00 p.m., New York City time, on Thursday, January 14, 2010, unless further extended. The
Exchange Offer originally was scheduled to expire at 5:00 p.m., New York City time, on January 13,
2010. Except for the extension of the expiration date, all other terms of the Exchange Offer
remain as set forth in the Companys Original Prospectus, as supplemented by the Prospectus
Supplement. The exchange ratio will not be affected by the announced extension of the Exchange
Offer.
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Expected Regulatory Ratios and Liquidity
As disclosed in the Prospectus Supplement, the credit quality of the Banks loan portfolio
continued to deteriorate in the fourth quarter of 2009. The Company is currently in the process
of completing its year-end assessment of credit quality and currently anticipates reporting its
financial results and completing its bank regulatory filings in late January 2010, which results
will be subject to final audit. Although the Company has not yet completed the review of its year
end results, the Company anticipates that the Bank will report that it has fallen below its
well-capitalized regulatory capital status as of September 30, 2009 to undercapitalized as of
December 31, 2009.
As disclosed in the Original Prospectus, and again in the Prospectus Supplement, the continued
deterioration of the credit quality of the Banks loan portfolio could result in the Companys
inability to access sufficient and cost-effective sources of liquidity necessary to fund its
operations and meet its payment obligations under its existing funding commitments. In addition,
the Original Prospectus and Prospectus Supplement reflect the risks associated with the Banks
potential inability to accept and renew brokered deposits, uncertainty as to the Banks ability to
maintain its recent level of deposit growth and the possibility that one of the Banks repurchase
agreement counterparties could subject the Bank to substantial costs if it were to exercise its
right to terminate the repurchase agreements upon the Bank falling below well capitalized. Holders
of Depositary Shares are urged to carefully read the Prospectus Supplement and the Original
Prospectus in connection with a decision to participate in the Exchange Offer.
Additional Information Regarding the Exchange Offer
The Company has filed a Registration Statement on Form S-4 (including the Original
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
Original 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 can access these documents for free by visiting EDGAR on the
SEC website at www.sec.gov. The complete terms and conditions of the Exchange Offer are set forth
in the Original Prospectus and the related Letter of Transmittal, copies of which documents,
together with the Prospectus Supplement, are 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 Original Prospectus as supplemented by the Prospectus Supplement
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
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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 Companys Capital Plan,
the Exchange Offer and any other statements regarding the Companys expectations or future results,
plans or strategies. The Companys 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
Companys 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 Companys 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.
Contacts:
Midwest Banc Holdings, Inc.
John B. Pelling, III,
708-498-2013
Vice President Investor Relations
IR@midwestbank.com
John B. Pelling, III,
708-498-2013
Vice President Investor Relations
IR@midwestbank.com
Media
Chris Robling, 312-658-0445
crobling@jaynethompson.com
crobling@jaynethompson.com
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