MATTOON, Ill. and DECATUR, Ill., June 12, 2018 (GLOBE NEWSWIRE) — First Mid-Illinois Bancshares, Inc. (“First Mid”) (NASDAQ:FMBH) and SCB Bancorp, Inc. (“SCB”) appear today the beheading of a absolute acceding beneath which First Mid will access all of the outstanding shares of SCB. SCB is the captivation aggregation for Soy Capital Coffer and Assurance Aggregation (“Soy Capital Bank”), which includes a wholly endemic subsidiary, J.L. Hubbard Allowance and Bonds (“J.L. Hubbard”).
Under the acceding of the agreement, SCB shareholders may accept to barter anniversary allotment of SCB accepted banal for either 8.0228 shares of First Mid accepted banal or $307.93 in cash, accountable to assertive abeyant adjustments. Overall elections are accountable to proration such that, depending on the cardinal of shares of SCB accepted banal electing First Mid accepted banal between 19 and 32.5 percent of the SCB shares will be exchanged for cash, and between 67.5 and 81 percent will be exchanged for First Mid accepted stock. Additionally, SCB’s outstanding banal options will be absolutely vested aloft cleanup of the merger, and all outstanding SCB options that are unexercised above-mentioned to the closing will be cashed out. Based aloft First Mid’s 10-day accumulated abounding boilerplate amount through June 8th of $38.38 per share, the accumulated application paid by First Mid is about $70.4 million. In addition, SCB intends on arising an accumulated of $25 actor of its banknote as a appropriate allotment to its shareholders, and as a agnate abridgement to the exercise amount of outstanding options, anon above-mentioned to the aing of the transaction.
SCB is a $437 actor asset cyberbanking casework captivation aggregation headquartered in Decatur, IL and operates out of six key regions including Bloomington, Champaign, Decatur, Kankakee, Peoria and Springfield. Soy Capital Coffer has 10 annex locations and provides abounding cyberbanking services, as able-bodied as two added curve of business that accomplish cogent non-interest assets in allowance casework and agronomical administration services. J.L. Hubbard is the better association coffer endemic allowance aggregation in the accompaniment of Illinois with gross revenues of about $10.1 actor in 2017. This analysis is a abounding account allowance bureau alms bartering insurance, claimed insurance, agent allowances packages, and aggressiveness bonds. The agronomical casework analysis is the better acreage administrator in Illinois with about 248,000 acreage of farmland beneath administration beyond eleven states and additionally provides farmland allowance and appraisement services.
“The accretion of SCB strengthens First Mid’s allegation to association cyberbanking and added enhances our assorted curve of business accouterment an adorable accommodation and drop portfolio and a cogent access in non-interest assets through casework that we are actual accustomed with,” said Joe Dively, Chairman and Chief Controlling Officer of First Mid. “SCB has a continued history of carrying accomplished account with a community-minded focus and an incomparable assortment of revenue. All three of First Mid’s curve of business, the bank, allowance and abundance and acreage management, adjust altogether with SCB’s franchise.”
Following achievement of the transaction, First Mid is accepted to accept about $3.8 billion in absolute assets. In addition, First Mid’s abundance and acreage administration business will accept about $3.9 billion in assets beneath administration and the accumulated allowance business will be about $14.0 actor in anniversary revenue. First Mid’s non-interest assets will access from 25% of acquirement to about 31%.
Bob Smith, Chief Controlling Officer of SCB, said, “First Mid is a absolute fit both culturally and strategically for our customers, advisers and shareholders. The aggregate creates a beyond alignment that will augment and beforehand the articles and casework accessible to our customers. First Mid’s stock, which trades on NASDAQ, will accommodate our shareholders with added clamminess and buying in one of the best admired and best assuming banks in the region.”
The transaction has been absolutely accustomed by anniversary company’s lath of admiral and is accepted to aing in late-2018, accountable to authoritative approvals, the approval of SCB’s stockholders and the achievement of accepted closing conditions.
FIG Partners, LLC acted as cyberbanking adviser and Schiff Hardin LLP served as acknowledged adviser to First Mid. Piper Jaffray & Co. acted as cyberbanking adviser and Thomas M. Shade served as acknowledged adviser to SCB.
A accelerate presentation apropos to the transaction can be accessed beneath the broker relations area of First Mid’s website at www.firstmid.com. In addition, the presentation is included as an display to the Form 8-K filed with the Balance and Barter Commission advertisement the transaction.
About First Mid: First Mid’s mission is to accomplish the cyberbanking needs of its communities with aberrant claimed service, professionalism and integrity, and bear allusive amount and after-effects for barter and shareholders. First Mid has developed into a $3.3 billion community-focused alignment that provides cyberbanking casework through a arrangement of 59 cyberbanking centers in 42 Illinois and Missouri communities. First Mid additionally has about $1.5 billion in assets beneath administration through its assurance and abundance administration analysis and offers allowance casework beneath First Mid Allowance Group. More advice about First Mid is accessible on its website at www.firstmid.com. The banal is traded on The NASDAQ Banal Bazaar LLC beneath the ticker attribute “FMBH”.
About SCB: SCB, 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.
Forward Looking Statements This certificate may accommodate assertive advanced statements about First Mid-Illinois Bancshares, Inc. (“First Mid”) and SCB Bancorp, Inc., an Illinois association (“SCB”), such as discussions of First Mid’s and SCB’s appraisement and fee trends, acclaim affection and outlook, liquidity, new business results, amplification plans, advancing costs and planned schedules. First 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 First 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 First 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 First Mid will be materially delayed or will be added cher or difficult than expected; the disability to complete the proposed affairs due to the abortion to access the appropriate stockholder approval; 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 First 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 First 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 First Mid and SCB; and accounting principles, behavior and guidelines. Added advice apropos First Mid, including added factors and risks that could materially affect First Mid’s cyberbanking results, are included in First Mid’s filings with the Balance and Barter Commission (the “SEC”), including its Anniversary Reports on Form 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.
Important Advice about the Alliance and Added Information
First Mid will book a allotment account on Form S-4 with the SEC in affiliation with the proposed transaction. The allotment account will accommodate a proxy account of SCB that additionally constitutes a announcement of First Mid, which will be beatific to the stockholders of SCB. Investors in SCB are apprenticed to apprehend the proxy statement/prospectus, which will accommodate important information, including abundant accident factors, back it becomes available. The proxy statement/prospectus and added abstracts which will be filed by First Mid with the SEC will be accessible chargeless of allegation at the SEC’s website, www.sec.gov, or by administering a appeal back such a filing is fabricated to First Mid-Illinois Bancshares, P.O. Box 499, Mattoon, IL 61938, Attention: Broker Relations; or to SCB Bancorp, Inc., 455 North Main Street, Decatur, Illinois 62523, Attention: Broker Relations. A final proxy statement/prospectus will be mailed to the stockholders of SCB.
This advice shall not aggregate an action to advertise or the address of an action to buy securities, nor shall there be any auction of balance in any administration in which such offer, address or auction would be actionable above-mentioned to allotment or accomplishment beneath the balance laws of such jurisdiction.
Participants in the SolicitationFirst Mid and SCB, and assertive of their corresponding directors, controlling admiral and added associates of administration and advisers are participants in the address of proxies in affiliation with the proposed transactions. Advice about the admiral and controlling admiral of First Mid is set alternating in the proxy account for its 2018 anniversary affair of stockholders, which was filed with the SEC on March 16, 2018. Investors may access added advice apropos the interests of such participants in the proposed affairs by account the proxy statement/prospectus for such proposed affairs back it becomes available.
First Mid Broker Contact: Aaron HoltVP, Shareholder Relations217-258-0463 [email protected]
SCB Contact: Robert C. [email protected]
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