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8-K - FORM 8-K - MIDWEST BANC HOLDINGS INC | c55783e8vk.htm |
EXHIBIT 99.1
Filed by Midwest Banc Holdings, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Midwest Banc Holdings, Inc.
Registration No. 333-160985
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Midwest Banc Holdings, Inc.
Registration No. 333-160985
Midwest Banc Holdings, Inc. Announces Successful Completion of Exchange Offer;
Results of Special Meeting of Holders of Series A Preferred Stock
Results of Special Meeting of Holders of Series A Preferred Stock
MELROSE PARK, Ill.January 22, 2010Midwest Banc Holdings, Inc. (NASDAQ: MBHI) (the
Company), the holding company for Midwest Bank and Trust Company (the Bank), today announced
the successful completion of its offer to exchange shares of its Common Stock for outstanding
Depositary Shares, $25.00 liquidation amount per share, each representing a 1/100th fractional
interest in a share of the Companys Series A Noncumulative Redeemable Convertible Perpetual
Preferred Stock (the Series A Preferred Stock), that commenced on December 3, 2009 (the Exchange
Offer).
We appreciate the support and confidence of our depositary shareholders. Thanks to their
votes and tenders, we have finished a very important part of our overall capital restructuring,
Midwest CEO Roberto R. Herencia said.
Since my arrival in May 2009, our vision for Midwest has been to build a new foundation to
support its long term growth and profitability. With the Exchange Offer completed we are closer to
realizing that vision. This successful Exchange Offer builds upon prior positive developments in
our efforts to strengthen our financial position, such as the previously disclosed forbearance
agreement with our primary lender, our advanced discussions with the U.S. Treasury regarding
converting its preferred shares in the Company into common equity, and our ongoing discussions with
prospective investors in an effort to raise additional equity capital. While we know that much
challenging work remains ahead, I and the rest of our team will devote all of our efforts to
successfully complete the remainder of our capital plan.
Results of the Exchange Offer. The Company has accepted for exchange all of the 1,414,441
Depositary Shares, representing approximately 82.0% of the 1,725,000 Depositary Shares outstanding
prior to the Exchange Offer, that were validly tendered and not withdrawn as of 5:00 p.m., New York
City time, on January 21, 2010, the expiration date for the Exchange Offer. Approximately 10.0
million shares of the Companys Common Stock will be issued upon settlement of the Exchange Offer.
The Company expects that settlement of the Exchange Offer will occur on January 25, 2010, with the
shares of Common Stock issued in the Exchange Offer to be held in the voting trust and released on
January 26, 2010, as further described in the prospectus for the Exchange Offer.
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In the aggregate, the Exchange Offer will result in the retirement of Depositary Shares with
an aggregate liquidation preference of approximately $35.4 million. Following settlement of the
Exchange Offer, 310,559 Depositary Shares with an aggregate liquidation preference of approximately
$7.8 million will remain outstanding. The Exchange Offer is expected to generate approximately
$35.4 million of additional common equity.
Results of the Special Meeting. The Company also announced today that the holders of its
Depositary Shares had approved by the requisite number of votes all proposals submitted for
approval at the special meeting of the holders of Series A Preferred Stock held on January 21,
2010. These approved proposals include proposals to amend the Companys charter to eliminate
certain rights with respect to dividends on the Series A Preferred Stock and the election of
directors and the proposal to authorize the issuance of senior preferred stock to the U.S.
Treasury, should such transaction be consummated, as further described in the prospectus for the
Exchange Offer and related Depositary Shares proxy statement. The proposals to eliminate the
Series A Preferred Stock rights regarding dividends and the election of directors remain subject to
approval by the Companys common stockholders.
About Midwest
We are the holding company for Midwest Bank and Trust Company, a half century old community
bank with $3.5 billion in assets at September 30, 2009. We have two principal operating
subsidiaries; Midwest Bank and Trust Company and Midwest Financial and Investment Services, Inc.
Midwest Bank has 26 locations serving the diverse needs of both urban and suburban Chicagoland
businesses and consumers through its Commercial Banking, Wealth Management, Corporate Trust and
Retail Banking areas.
Additional Information Regarding the Exchange Offer
The Company has filed a Registration Statement on Form S-4 with the SEC for the Exchange Offer
to which this communication relates. You can access important materials related to the Exchange
Offer, including the prospectus relating to the Exchange Offer in that Registration Statement, as
supplemented by the prospectus supplement, and other documents the Company has filed with the SEC
for more complete information about the Company and the Exchange Offer. You can access these
documents for free by visiting EDGAR on the SEC website at http://www.sec.gov or at
http://www.morrowco.com/midwest.htm and from Morrow & Co., LLC, the information agent, at (800)
483-1314 or, for banks and brokerage firms, at (203) 658-9400.
This press release is not an offer to sell, purchase or exchange or a solicitation of
acceptance of an offer to sell, purchase or exchange any security of the Company, which may be made
only pursuant to the terms of the prospectus as supplemented by the prospectus supplement and
related letter of transmittal, as applicable. This press release is not a solicitation of a proxy
or voting instruction related to any meeting of the securityholders of the Company.
Forward-Looking Statements
This press release contains certain Forward-Looking Statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
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Exchange Act of 1934, as amended. These include statements as to expectations regarding the
Companys Capital Plan, the Exchange Offer and any other statements regarding the Companys
expectations or future results, plans or strategies. The Companys ability to predict results, or
the actual effect of future plans or strategies, is inherently uncertain. These statements should
be reviewed in conjunction with the Companys Annual Report on Form 10-K, including the information
under Risk Factors therein, its Quarterly Reports on Form 10-Q and other publicly available
information filed by the Company regarding the Company. Such publicly available information sets
forth certain risks and uncertainties related to the Companys business that could cause actual
results to differ from those set forth in the forward-looking statements or that could have a
material effect on the operations and future prospects of the Company, and should be considered in
evaluating forward-looking statements contained herein.
Contacts:
Midwest Banc Holdings, Inc.
John B. Pelling, III,
708-498-2013
Vice President Investor Relations
IR@midwestbank.com
John B. Pelling, III,
708-498-2013
Vice President Investor Relations
IR@midwestbank.com
Media
Chris Robling, 312-658-0445
crobling@jaynethompson.com
crobling@jaynethompson.com
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