Wisconsin Bank & Trust: Announces plan to merge with Community Bank & Trust of Sheboygan

Madison, WI, October 23, 2014 — Wisconsin Bank & Trust, a subsidiary of Heartland Financial USA, Inc. (NASDAQ: HTLF), announced today that Heartland has entered into a definitive merger agreement with Community Banc-Corp of Sheboygan, Inc., parent company of Community Bank & Trust in Sheboygan, Wisconsin. According to terms of the Agreement, Heartland will acquire Community Banc-Corp in an all-stock transaction valued at approximately $52 million.

Under terms of the Agreement, which has been unanimously approved by the boards of directors of both companies, the outstanding shares of Community Banc-Corp will be converted into shares of Heartland common stock, with the aggregate purchase price to be determined at closing. Simultaneous with closing of the transaction, Community Bank & Trust will be merged into Heartland’s Wisconsin Bank & Trust subsidiary. The transaction is expected to be a tax-free exchange with respect to the stock consideration received by the stockholders of Community Banc-Corp.

Said Kevin Tenpas, President and CEO of Wisconsin Bank & Trust, “We are excited to expand the Wisconsin Bank & Trust community banking business model further across Wisconsin. We are impressed with the quality of Community Bank & Trust’s markets and the opportunity to serve more of the attractive Sheboygan area, as well as entering the greater Milwaukee area with banking centers in Greenfield and Glendale. We are also pleased to add a talented team of experienced commercial and personal banking professionals with an excellent knowledge of the communities and the clients they serve.

“Community Bank & Trust is the deposit leader in Sheboygan County and has a strong presence in that community. The bank also leads the state for SBA loans by banks in its size category. We believe we will preserve the rich tradition of superior service at Community Bank & Trust, while providing expanded product offerings and innovative delivery channels.”

Community Bank & Trust had assets of approximately $525 million, loans of $410 million and deposits of $429 million as of September 30, 2014. In addition to its main office and three banking centers in Sheboygan, the bank operates branch offices in Sheboygan Falls, Plymouth, Elkhart Lake, Chilton, Glendale and Greenfield, Wisconsin.

“Our board views this merger as an excellent move for the customers of Community Bank & Trust,” said Anthony Jovanovich, Chairman and CEO of Community Banc-Corp. “As we considered our strategic direction, including the importance of identifying a potential quality merger partner, Wisconsin Bank & Trust, backed by the deep resources of Heartland, stood out as an excellent fit. We are very pleased to partner with a strong company that operates under a proven business model and is well-known as a forward-thinking organization.

“We believe our customers will benefit from this merger. They will have access to a wide selection of convenient financial products and services offered by Wisconsin Bank & Trust. We will be joining a bank that is committed to face-to-face customer service and locally based community banking that will continue our long tradition of strong community support. For both banks, we think this will be business as usual.

“Since our founding more than 25 years ago, Community Bank & Trust has proudly served the people of east central Wisconsin with personal service and community leadership. Wisconsin Bank & Trust is built on the same principles. We are certain that our customers and communities will see many similarities once the merger is completed.”

For Wisconsin Bank & Trust, the acquisition adds 10 new locations to its current footprint and opens the door for potential future expansion in the Milwaukee area. Following the close of the transaction, Wisconsin Bank & Trust will have assets exceeding $1.1 billion and 19 locations across the state. It is anticipated that Wisconsin Bank & Trust will consolidate its Sheboygan office into a Community Bank & Trust banking center in Sheboygan.

In November 2012, First National Bank of Platteville became part of Wisconsin Bank & Trust. Said Tenpas, “We enjoyed a very successful merger with First National Bank of Platteville two years ago which added great people. We expect the same with Community Bank & Trust.”