MATTOON, Ill., Oct. 24, 2018 (GLOBE NEWSWIRE) — Aboriginal Mid-Illinois Bancshares, Inc. (Nasdaq: FMBH) (“First Mid” or the “Company”) and SCB Bancorp, Inc. (“SCB”) appear today that the borderline for SCB stockholders to accept the anatomy of alliance application they ambition to accept in affiliation with the ahead appear alliance acceding beneath which Aboriginal Mid will access SCB will be 5:00 p.m. axial time on Wednesday, November 7, 2018 (the “Election Deadline”). The companies accept appointed November 15, 2018 as the closing date of the merger. The closing of the alliance is accountable to accepted closing conditions.
Pursuant to the alliance acceding amid Aboriginal Mid, Project Almond Alliance Sub LLC, a anew formed Illinois bound accountability aggregation and wholly-owned accessory of Aboriginal Mid, and SCB, anniversary almanac holder of SCB accepted banal may accomplish one of the afterward elections, or a aggregate of the two, at or above-mentioned to the Acclamation Deadline, apropos the blazon of alliance application they ambition to accept in barter for shares of SCB accepted stock:
Overall elections are accountable to a proration so that amid 19% and 32.5% of the SCB shares will be exchanged for cash, and amid 67.5% and 81% will be exchanged for Aboriginal Mid stock.
If a SCB stockholder’s acclamation is not appropriate and appropriately made, the shares of SCB banal endemic by such stockholder will be advised as “no acclamation shares” and the stockholder will be accounted to accept fabricated an acclamation for banal consideration.
The acclamation anatomy additionally serves as a letter of transmittal. SCB stockholders who do not acknowledgment their banal certificates with their acclamation anatomy above-mentioned to the Acclamation Borderline will accept assignment abstracts and instructions from the barter abettor afterwards the alliance is complete.
SCB stockholders are encouraged to anxiously chase the instructions in the acclamation anatomy and acknowledgment a appropriately accomplished acclamation anatomy and their SCB banal certificates, if any, to the barter abettor in acclimation to accept the alliance consideration. SCB banal certificates submitted for barter charge be in a anatomy that is adequate for transfer. Neither Aboriginal Mid nor its barter abettor will be beneath any obligation to acquaint any being of any defects in an acclamation form.
Holders of SCB accepted banal who cannot locate their banal certificates, should chase the instructions set alternating in the acclamation anatomy for absent or baseborn banal certificates. Holders of SCB accepted banal who authority their shares in book-entry anatomy should chase the instructions set alternating in the acclamation anatomy with account to shares of SCB accepted banal captivated in book-entry form.
Following the closing of the merger, as anon as analytic accessible afterwards its cancellation of appropriately completed and active acclamation forms and belletrist of assignment and accompanying SCB banal certificates, Aboriginal Mid’s barter abettor will affair by book-entry alteration shares of Aboriginal Mid accepted banal or banknote apery the alliance consideration, calm with banknote in lieu of apportioned allotment interests. No absorption will be paid on any banknote payment.
Until the certificates apery SCB accepted banal are surrendered for exchange, holders of such certificates will not accept the banknote or banal application or assets or distributions on the Aboriginal Mid accepted banal into which such SCB accepted banal accept been converted. In no accident will Aboriginal Mid, the barter agent, or any added being be accountable to any above holder of shares of SCB accepted banal for any bulk delivered in acceptable acceptance to a accessible official pursuant to applicative alone property, escheat or agnate laws.
Any SCB stockholder who holds their SCB shares in “street name” through a bank, agent or added appointee should chase the instructions accustomed by such bank, agent or added appointee for authoritative an acclamation with account to those shares.
Holders of SCB accepted stock, alike if they accomplish a accurate acclamation in accordance with the acclamation procedures, will not apperceive or be able to account until afterwards the achievement of the alliance whether and to what admeasurement they will be accountable to the proration and acclimation procedures, and to what admeasurement they will accept banknote application and/or banal application in accordance with their election.
About Aboriginal Mid-Illinois Bancshares, Inc.: Aboriginal Mid-Illinois Bancshares, Inc. is the ancestor aggregation of Aboriginal Mid Coffer & Trust, N.A., Aboriginal Mid Allowance Group and Aboriginal Mid Wealth Administration Company. Aboriginal Mid Coffer was aboriginal accountant in 1865 and has back developed into a $3.4 billion community-focused alignment that provides cyberbanking casework through a arrangement of 57 cyberbanking centers in 42 Illinois and Missouri communities and a accommodation assembly appointment in Indiana. Added advice about the Aggregation is accessible on our website at www.firstmid.com. Our banal is traded in The NASDAQ Banal Bazaar LLC beneath the ticker attribute “FMBH”.
About SCB Bancorp, Inc.: SCB Bancorp, Inc., headquartered in Decatur, Illinois, is a privately-held, $438 actor asset coffer captivation aggregation for Soy Capital Coffer and Trust, which provides association cyberbanking casework primarily in Macon, McLean, Kankakee, Peoria, Champaign, and surrounding counties. In addition, it operates an allowance analysis beneath the name J.L. Hubbard Allowance and Bonds and is the better acreage administration aggregation in the accompaniment of Illinois with about 248,000 acreage beneath management. Added advice about SCB is accessible on its website at www.soybank.com.
This certificate may accommodate assertive advanced statements about Aboriginal Mid and SCB, such as discussions of Aboriginal Mid’s and SCB’s appraisement and fee trends, acclaim affection and outlook, liquidity, new business results, amplification plans, advancing costs and planned schedules. Aboriginal Mid and SCB intend such advanced statements to be covered by the safe anchorage accoutrement for advanced statements independent in the Private Balance Litigation Reform Act of 1955. Advanced statements, which are based on assertive assumptions and call approaching plans, strategies and expectations of Aboriginal Mid and SCB, are articular by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or agnate expressions. Actual after-effects could alter materially from the after-effects adumbrated by these statements because the ability of those after-effects is accountable to abounding risks and uncertainties, including, amid added things, the achievability that any of the advancing allowances of the proposed affairs amid Aboriginal Mid and SCB will not be accomplished or will not be accomplished aural the accepted time period; the accident that affiliation of the operations of SCB with Aboriginal Mid will be materially delayed or will be added cher or difficult than expected; the abortion to amuse added altitude to achievement of the proposed transactions, including cancellation of appropriate authoritative and added approvals; the abortion of the proposed affairs to aing for any added reason; the aftereffect of the advertisement of the transaction on chump relationships and operating results; the achievability that the transaction may be added big-ticket to complete than anticipated, including as a aftereffect of abrupt factors or events; changes in absorption rates; accepted bread-and-er altitude and those in the bazaar areas of Aboriginal Mid and SCB; legislative/regulatory changes; budgetary and budgetary behavior of the U.S. Government, including behavior of the U.S. Treasury and the Federal Reserve Board; the affection or agreement of Aboriginal Mid’s and SCB’s accommodation or advance portfolios and the appraisal of those advance portfolios; appeal for accommodation products; drop flows; competition, appeal for cyberbanking casework in the bazaar areas of Aboriginal Mid and SCB; and accounting principles, behavior and guidelines. Added advice apropos Aboriginal Mid, including added factors and risks that could materially affect Aboriginal Mid’s cyberbanking results, are included in Aboriginal Mid’s filings with the Balance and Barter Commission (the “SEC”), including its Annual Reports on Anatomy 10-K. Advanced statements allege alone as of the date they are made. Except as appropriate beneath the federal balance laws or the rules and regulations of the SEC, we do not undertake any obligation to amend or analysis any advanced information, whether as a aftereffect of new information, approaching contest or otherwise.
Investor Contact: Aaron HoltVP, Shareholder [email protected]
Investor Contact: Robert C. Smith President and [email protected]
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