Associated Banc-Corp and First Financial Corporation agree to merge.GREEN BAY, Wis adv. 1. Certainly; really; indeed. v. t. 1. To think; to suppose; to imagine; - used chiefly in the first person sing. present tense, I wis. See the Note under Ywis. . and STEVENS POINT Stevens Point, city (1990 pop. 23,006), seat of Portage co., central Wis., on the Wisconsin and Plover rivers; inc. 1858. The major industries are insurance and the manufacture of wood products, cheese, furniture, and fishing equipment. The Univ. , Wis.--(BUSINESS WIRE)-- May 14, 1997--H.B. Conlon Conlon is an Irish family name, the gaelic spelling being Ó Connalláin. It is a variartion of the anglcised version of Ó Connalláin. It is sometimes spelt Conlan, Conlen and Conlin. Like most surnames, it is sometimes used as a first name. , chairman and chief executive officer for Associated Banc-Corp Associated Banc-Corp is a bank holding company headquartered in Green Bay, Wisconsin. As of early 2007, it had $20.8 billion in assets and was the 41st largest bank holding company in the United States.[1] The company has over 5101 employees. (NASDAQ/NMS:ASBC ASBC American Society of Brewing Chemists (St. Paul, MN) ASBC American Small Business Coalition ASBC Air and Space Basic Course (USAF) ASBC Archaeological Society of British Columbia ), and John C. Seramur, president and chief executive officer for First Financial Corporation, (NASDAQ/NMS:FFHC FFHC Freedom from Hunger Campaign ) today announced the signing of a definitive agreement to merge in a stock-for-stock transaction. This merger of equals will result in an institution with combined assets of $10.5 billion, equity capital of approximately $900 million, and a network of over 220 full-service full-ser·vice adj. Associated with or offering complete service: full-service gasoline pumps; full-service banks. banking locations throughout Wisconsin Wisconsin, state, United States Wisconsin (wĭskŏn`sən, –sĭn), upper midwestern state of the United States. It is bounded by Lake Superior and the Upper Peninsula of Michigan, from which it is divided by the Menominee and Illinois Illinois, river, United States Illinois, river, 273 mi (439 km) long, formed by the confluence of the Des Plaines and Kankakee rivers, NE Ill., and flowing SW to the Mississippi at Grafton, Ill. It is an important commercial and recreational waterway. . The merger agreement, which has been approved by the boards of directors of both institutions, provides for each share of First Financial Corporation common stock to be exchanged for .765 shares of Associated Banc-Corp common stock on a tax-free tax-free adj. Not subject to taxation; tax-exempt. tax-free Adjective not needing to have tax paid on it: a tax-free lump sum Adj. 1. basis. Based on Tuesday's (May 13, 1997) closing price for Associated Banc-Corp common stock, the market value of the combined companies would be approximately $2 billion. The merger, which requires approval by shareholders of both companies and regulatory authorities Noun 1. regulatory authority - a governmental agency that regulates businesses in the public interest regulatory agency administrative body, administrative unit - a unit with administrative responsibilities , is expected to be completed late in 1997. The merger will be accounted for as a pooling-of-interests. The merged company will retain the Associated Banc-Corp name. Headquarters has been designated to be in Green Bay, and it is anticipated that significant operations will remain in both Stevens Point and Green Bay. Associated Banc-Corp Chief Executive Officer H.B. Conlon will be Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of the combined companies. John C. Seramur, First Financial Corporation's chief executive officer, will be named Vice Chairman and will remain president of First Financial during the integration period. Robert Robert, Henry Martyn 1837-1923. American army engineer and parliamentary authority. He designed the defenses for Washington, D.C., during the Civil War and later wrote Robert's Rules of Order (1876). Noun 1. C. Gallagher Gallagher may refer to: People
2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or . Conlon, chairman and chief executive officer of Associated Banc-Corp, said, "This transaction joins two institutions which have had a distinguished track record serving their respective markets and creating value for their shareholders. The resources and expertise of these two premier financial institutions are highly complementary. This merger will further serve the best interests of the customers and shareholders of the combined institution. It is based on an enhanced ability to provide a wide range of high quality financial services The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. to consumers and businesses in the communities which our banks serve. The merger will considerably expand our collective reach and market share, and is consistent with the long-term Long-term Three or more years. In the context of accounting, more than 1 year. long-term 1. Of or relating to a gain or loss in the value of a security that has been held over a specific length of time. Compare short-term. strategic plans of both companies. We are enthusiastic about the prospects for this transaction." "Both of our companies have been successful in terms of overall performance and return to shareholders. Out future prospects as a combined company far exceed what we could accomplish on an individual basis," said Seramur, president and chief executive officer of First Financial. "Early in our conversations, we realized that both of our companies focus on the customer through the provision of superior customer service by outstanding employees. This will be the foundation of our future success as a combined company." The proposed transaction is expected to be earnings accretive during fiscal year 1998, the first full year of consolidation. The combined company anticipates taking a material one-time one-time adj. 1. or one·time a. Occurring or undertaken only once: a one-time winner in 1995. b. charge and one-time conforming accounting adjustments of at least $40,000,000, net of taxes, in connection with the transaction, the exact amount of which has not yet been determined. It is further anticipated that transactional economies will result in pre-tax pre-tax adj → anterior al impuesto pre-tax adj → avant impôt(s) pre-tax adj → al lordo d'imposta savings totaling approximately $10 million in the first full year of consolidation and is expected to increase in future years. The complementary financial products and services offered by these two institutions are expected to contribute to the future performance of the combined institution. The financial statements of the combined companies will have capital levels materially in excess of regulatory minimums. Pursuant to this announcement, First Financial Corporation indicated that it is immediately terminating its previously announced stock buyback Stock buyback A corporation's purchase of its own outstanding stock, usually in order to raise the company's earnings per share. stock buyback See buyback. program. The branch systems of the two companies have only minimal geographic overlap o·ver·lap n. 1. A part or portion of a structure that extends or projects over another. 2. The suturing of one layer of tissue above or under another layer to provide additional strength, often used in dental surgery. v. . Therefore, the combined company will have a much stronger branch franchise throughout Wisconsin and Illinois. For example, the company will now be the third largest bank in Wisconsin in terms of deposit market share. In addition, it will be the only bank in Illinois to have office representation in the state's four top banking markets -- Chicago, Peoria, Rockford, and the Illinois portion of the St. Louis metropolitan area. "The compatibility of our two companies is just tremendous in terms of the broad array of banking services that we can bring to our community markets," emphasized Conlon. "Associated will add trust and asset management services and business banking to the product mix currently offered at the First Financial offices. First Financial brings a strong and profitable credit card operation to the combined company, along with a sizable siz·a·ble also size·a·ble adj. Of considerable size; fairly large. siz  a·ble·ness n. and growing home equity loan portfolio. In
addition, both of our companies are strong mortgage originators.""Our shared focus on the customer will be greatly enhanced as a result of this merger," noted Seramur. "Both Associated and First Financial are focusing on technology to improve customer service. The combined organization will have greater critical mass to invest in ways to improve our delivery of products and financial services." "We realize that mergers can be disruptive disruptive /dis·rup·tive/ (-tiv) 1. bursting apart; rending. 2. causing confusion or disorder. and we are committed to making this a smooth transition," stated Seramur. "Both of our companies have been involved in numerous acquisitions, and we have the experience to make this a positive transition for our customers and employees." "Our customers will have access to over 220 branch offices and 150 ATMs," added Conlon. "Existing and new business customers will be provided with a wider variety of products and services, supported by decision making at the local level." Both companies are very active participants in their local community markets, and this commitment will be continued by the combined bank. Every effort will be made to promote community development and reinvestment Reinvestment Using dividends, interest and capital gains earned in an investment or mutual fund to purchase additional shares or units, rather than receiving the distributions in cash. 1. In terms of stocks, it is the reinvestment of dividends to purchase additional shares. opportunities in these markets. Associated Banc-Corp is headquartered in Green Bay, WI. The diversified diversified (di·verˑ·s multi-bank holding company currently has $4.4 billion in assets with more than 2,000 employees and over 98 banking locations in Wisconsin and northern Illinois For the university, see Northern Illinois University Northern Illinois is a region generally covering the northern third of the U.S. state of Illinois. Economics . Associated offers a variety of financially related products and services to complement its traditional line of banking products. First Financial Corporation is one of the largest thrift thrift: see leadwort. holding companies in the country and provides a broad range of financial products, including commercial and residential mortgages, appraisals, consumer and home equity loans, insurance, and credit cards. First Financial has assets of $5.8 billion, 1,775 employees, and 128 banking offices in Wisconsin and Illinois. This news release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. , including estimates of future operating results and other forward-looking financial information for Associated, First Financial, and the combined company. These estimates constitute forward-looking statements (within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995), which involve significant risks and uncertainties. Actual results and other financial information may differ materially from the results and financial information discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) expected cost savings from the merger cannot be fully realized or realized within the expected time frame; (2) revenues following the merger are lower than expected; (3) competitive pressures among financial institutions increase significantly; (4) costs or difficulties related to the integration of the businesses of Associated and First Financial are greater than expected; (5) general economic conditions are less favorable fa·vor·a·ble adj. 1. Advantageous; helpful: favorable winds. 2. Encouraging; propitious: a favorable diagnosis. 3. than expected; and (6) legislation or regulatory changes adversely affect the businesses in which the combined company will be engaged. SPECIAL NOTICE TO MEDIA AND ANALYSTS Associated Banc-Corp and First Financial Corporation will be hosting an analysts Conference Call on Thursday, May 15, 1997 at 10:00 A.M. E.S.T. The number to call to be a part of the Conference Call is 1-800-553-0327. Please note that the hosts are Nick Conlon and John Seramur of Associated Banc-Corp and First Financial Corporation, respectively. The title of the Conference Call is "Investors Conference Call for Merger." Instructions for the Conference Call will be given when you call in. TRANSACTION SUMMARY ___________________ -- Merger-of-Equals -- Tax-free exchange tax-free exchange An exchange of assets between taxpayers in which any gain or loss is not recognized in the period during which the exchange takes place. Rather, taxpayers are required to adjust the basis of assets exchanged. : 0.765 Associated for each First Financial share -- Pooling of interests Pooling of Interests An accounting method, used in mergers and acquisitions, where the balance sheet items of the two companies are simply added together. Notes: The opposite of pooling of interests is the purchase acquisition method. accounting -- Total transaction value: $2.0 Billion -- Each company has executed 19.9% option -- Approvals: Associated and First Financial shareholders Regulators -- Expected closing: Fourth quarter, 1997 -0-
Fact Sheet(1)
_____________
(Dollars in Thousands)
Associated First Financial Pro Forma Combined
_______________ __________________ __________________
Balance Sheet
____________
Total Assets $4,458,835 $5,808,506 $10,267,341
Loans 3,253,026 3,508,709 6,761,735
Deposits 3,490,911 4,493,105 7,984,016
Distribution
System
____________
Total 96 128 224
WI Branches 90 74 164
IL Branches 6 54 60
ATMs 125 45 170
Retail Cust. 147,000 450,000 597,000
Commercial Cust. 19,000 -- 19,000
Trust Cust. 6,500 -- 6,500
(1) At March 31, 1997.
DIFFERENT PATHS TO SIMILAR PERFORMANCE
______________________________________
ASSOCIATED FIRST FINANCIAL
_________________ _______________
Assets $ 4.5 Billion $ 5.8 Billion
Earnings (1996) 57 Million 72 Million
Tangible Capital 357 Million 394 Million
Net Interest Margins 4.53% 3.45%
ROAA(2) 1.38% 1.31%
ROAE(2) 15.39% 17.91%
5-year EPS CAGR(2) 10.9% 17.45%
(2) 1996 full-year adjusted for one-time SAIF charges.
COMPLEMENTARY FRANCHISES
________________________
ASSOCIATED FIRST FINANCIAL
________________________________ _________________________________
Experienced management Experienced management
Extensive acquisition experience Extensive acquisition experience
Strong commercial banking Strong retail franchise
franchise
Strong trust and asset management Strong consumer lending
services Credit cards
Home equity loans
Consistent high performance among
regional commercial banks
High Asset Quality High Asset Quality
Commitment to customers and Commitment to customers and
communities communities
COMPLEMENTARY FRANCHISES
________________________
Wisconsin: 6/96: Deposits % of State Branches
______________ __________ ________
1 Marshall & Ilsley
Corp $9,762,779 15.56 277
2 Firstar Corporation 7,587,029 12.09 156
Pro Forma Associated
Banc-Corp 5,492,306 8.76 164
3 Banc One Corporation 4,916,725 7.84 100
4 Associated Banc-Corp 3,096,234 4.94 90
5 First Financial
Corporation 2,396,072 3.82 74
6 Security Capital
Corporation 2,259,923 3.60 45
7 Norwest Corporation 1,722,909 2.75 45
8 Anchor Bancorp
Wisconsin 1,269,357 2.02 34
9 Mutual Savings Bank 1,032,116 1.65 33
10 F&M Bancorporation Inc.1,022,610 1.63 53
INTEGRATION OBJECTIVES
______________________
Enhance the market position of the combined company
Introduce commercial lending and trust services into the First
Financial network of 128 branches and 450,000 households
Capitalize on First Financial's consumer lending success
throughout the Associated system
Achieve operating economies
Integrate back office operations in an orderly manner for maximum
efficiency and effectiveness
Integrate branch system for maximum cost savings and customer
retention/service
Continue the excellent credit quality standards and experience of
both companies
SUMMARY
_______
-- Immediately accretive to earnings and creates high earning growth
visibility for next several years
-- Creates a $10.5 billion high performance company
a) Pro forma ROE estimated to be above 17%
b) Stock value compares favorably to high performance peers
c) Pro forma company should generate $100 mm surplus capital per
year
-- Creates a higher value franchise in both Wisconsin and Illinois
CONTACT: Associated Banc-Corp H.B. Conlon, 414/433-3166 Joseph B. Selner, 414/433-3203 Brian R. Bodager, 414/433-3171 or First Financial Corporation John C. Seramur, 715/341-0400 Thomas (language) Thomas - A language compatible with the language Dylan(TM). Thomas is NOT Dylan(TM). The first public release of a translator to Scheme by Matt Birkholz, Jim Miller, and Ron Weiss, written at Digital Equipment Corporation's Cambridge Research Laboratory runs H. Neuschaefer, 715/341-0400 Kenneth F. Csinicsek, 715/345-4352 |
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