EVANSVILLE, Ind. and MADISON, Wis. — Evansville, Ind.-based Old National Bancorp (NASDAQ:ONB) (“Old National”) and Madison, Wisc.-based Anchor BanCorp Wisconsin Inc. (NASDAQ:ABCW) (“Anchor”), jointly announced today the execution of a definitive agreement under which Old National will acquire Anchor through a stock and cash merger.
With $2.2 billion in total assets, $1.5 billion in total loans, $1.8 billion in deposits, and $360 million in common shareholders’ equity as of Sept. 30, 2015, Anchor is a savings and loan holding company with AnchorBank, fsb (“AnchorBank”) as its wholly-owned subsidiary. Founded in 1919, AnchorBank operates 46 banking centers, including 32 banking centers in the Madison, Milwaukee and Fox Valley (Appleton, Neenah and Oshkosh) “triangle.” Twenty-one of these facilities are located in the capital city of Madison, home to the University of Wisconsin and one of the premier growth markets in the Midwest. This partnership marks a continuation of Old National’s strategy to focus the expansion of its franchise in demographically attractive and economically vibrant markets.
Founded in Evansville, Indiana in 1834, with $11.9 billion in total assets and 160 banking centers as of Sept. 30, 2015, Old National, the parent company of Old National Bank, is the largest financial services holding company headquartered in Indiana. When completed, this transaction will position Old National as the seventh largest deposit holder in the state of Wisconsin and the fifth largest in the Madison MSA.
Under the terms of the agreement, Anchor shareholders may elect to receive either 3.5505 shares of Old National common stock or $48.50 in cash for each share of Anchor they hold, subject to no more than 40% of the outstanding shares of Anchor may receive cash. Based on Old National’s 10-day average closing share price through January 8, 2016 of $13.34, this represents a total transaction value of approximately $461 million. The transaction value is likely to change until closing due to fluctuations in the price of Old National common stock and is also subject to adjustment under certain limited circumstances as provided in the merger agreement. The definitive merger agreement has been unanimously approved by the Board of Directors of both Old National and Anchor. The transaction remains subject to regulatory approval and the vote of Anchor shareholders. The transaction is anticipated to close in the second quarter of 2016.
“This partnership, which marks Old National’s entry into the great state of Wisconsin, is a natural extension of our franchise and our growth strategy,” said Old National President & CEO Bob Jones. “Not only does it position Old National in strong, vibrant markets with proven growth potential, it also represents an exceptional cultural fit and an opportunity to continue the strong legacy of service that distinguishes AnchorBank.”
“Today’s transaction is a culmination of the tremendous turnaround at Anchor and a win-win for our communities, customers, employees and shareholders,” said AnchorBank President & CEO Chris Bauer. “Old National Bank has a strong history of growth and a deep commitment to providing high-quality community banking and a rewarding workplace for its employees. We’re proud to become their newest partner and believe the legacy of AnchorBank’s community-based customer service will continue moving forward.”
Old National was advised by Stephens, Inc. and the law firm of Krieg DeVault LLP. Anchor was advised by J.P. Morgan Securities LLC and the law firm of Skadden, Arps, Slate, Meagher & Flom LLP.
– Headquartered in Madison, AnchorBank is the Third Largest Bank Headquartered in Wisconsin
– ONB’s Largest Partnership to Date: $2.2 Billion in Total Assets, $1.5 Billion in Loans, $1.8 Billion in Deposits, and $360 Million in Common Shareholders’ Equity
– Partnership Includes 46 Banking Centers, 21 in Madison (Also Branches in Milwaukee and Fox Valley)
– Anticipated Closing in 2nd Quarter 2016
About Old National
Old National Bancorp (NASDAQ:ONB) is the largest financial services holding company headquartered in Indiana and, with $11.9 billion in assets, ranks among the top 100 banking companies in the U.S. Since its founding in Evansville in 1834, Old National has focused on community banking by building long-term, highly valued partnerships with clients. Today, Old National’s footprint includes Indiana, Kentucky and Michigan. In addition to providing extensive services in retail and commercial banking, wealth management, investments and brokerage, Old National also owns Old National Insurance, one of the 100 largest brokers in the U.S. For more information and financial data, please visit Investor Relations at oldnational.com.
About Anchor BanCorp Wisconsin Inc.
Anchor Bancorp is the parent company for AnchorBank, a community-based financial services company providing commercial, retail, mortgage, consumer finance and investment services to businesses and individuals from 46 banking locations throughout Wisconsin. Anchor Bancorp stock (ABCW) is listed on the NASDAQ Global Market and Russell Global Indexes. Visit AnchorBank online at www.anchorbank.com.
