ITASCA and DES PLAINES, Ill., Sept. 11 /PRNewswire-FirstCall/ -- First
Midwest Bancorp, Inc. (Nasdaq: FMBI) and CoVest Bancshares, Inc.
(Nasdaq: COVB) jointly announced today the execution of a definitive agreement
for First Midwest to acquire CoVest. CoVest is a $624 million in assets bank
holding company with three full-service offices located in the northwest
suburbs of Chicago. The all-cash transaction is valued at $27.45 per CoVest
share, or approximately $102.5 million in the aggregate.
"CoVest presents us with an exciting opportunity to expand our northwest
Chicago suburban footprint and build on the acquisition of the O'Hare
Financial Center completed earlier this year," said John O'Meara, President
and Chief Executive Officer of First Midwest Bancorp. "We expect to move
quickly to complete this acquisition and add CoVest's three strong branches to
our existing suburban branch network. We also expect that the transaction
will be accretive to 2004 earnings by an estimated $.06 per dilutive share."
"We are simply delighted that a quality organization like First Midwest
will continue to serve our customers, communities, and employees with the same
commitment as CoVest," said Jim Roberts, President and Chief Executive Officer
of CoVest. "In addition to the cash consideration being offered to our
stockholders, we are attracted to First Midwest's banking philosophies and
ability to complete this merger quickly and seamlessly for all of our
stakeholders."
Under the terms of the agreement, which has been approved by the Board of
Directors of both companies, each CoVest stockholder will be entitled to
receive $27.45 in cash for each share held. The price per share represents a
multiple of 15.3 times CoVest's latest twelve months diluted earnings per
share, 14.1 times consensus estimated earnings per share of CoVest for 2004,
and 187.5% of CoVest's book value per share as of June 30, 2003.
The merger is expected to be completed in the fourth quarter of 2003,
subject to customary closing conditions, including regulatory approvals and
approval by CoVest's stockholders. William Blair & Company, L.L.C. is acting
as advisor to CoVest, and Raymond James & Associates is acting as advisor for
First Midwest.
First Midwest will conduct a conference call at 9:00 a.m. (Central
Daylight Time) on Friday, September 12 to discuss the transaction. The event
will be available in the investor relations section of First Midwest's web
site at http://www.firstmidwest.com . The dial-in telephone number for the call is
(U.S./Canada) 800-901-5217 or (International) 617-786-2964; passcode ID
67025593. Please call 10 to 15 minutes before the scheduled start of the
teleconference. A replay of the call will also be available for 7 days, one
hour after the event at the same web site address or by calling (U.S./Canada)
888-286-8010 or (International) 617-801-6888; passcode ID 90158441.A
presentation by First Midwest that reviews this transaction is available in
the investor relations section of First Midwest's web site at
http://www.firstmidwest.com .
CoVest will be filing a proxy statement and other documents regarding the
proposed transaction with the Securities and Exchange Commission (the "SEC").
CoVest stockholders are urged to read the proxy statement when it becomes
available, because it will contain important information about the proposed
transaction. When available, copies of this proxy statement will be mailed to
CoVest stockholders, and it and other documents filed by CoVest with the SEC
may be obtained free of charge at the SEC's web site at http://www.sec.gov ,
or by directing a request to CoVest at CoVest Bancshares, Inc., Paul A.
Larsen, Secretary and Chief Financial Officer, 749 Lee Street, Des Plaines, IL
60016 or by calling (847) 294-6500.
CoVest and its directors may be deemed to be participants in the
solicitation of proxies for CoVest to approve the proposed transaction.
Information about the CoVest's directors is set forth in the proxy statement
for its 2003 Annual Meeting of stockholders filed with the Commission. This
document is available free of charge at the SEC's website at
http://www.sec.gov and/or from CoVest's website at http://www.covestbanc.com .
Additional information about the interest of the CoVest's directors in the
merger may be obtained by reading the proxy statement regarding the proposed
transaction when it becomes available.
First Midwest is the premier relationship-based banking franchise in the
wealthy and growing suburban Chicago banking markets. As the largest
independent bank holding company and one of the overall largest banking
companies in the Chicago metropolitan area, First Midwest provides the full
range of both business and retail banking, trust and investment management
services. Following the transaction, First Midwest would be operating 70
offices serving forty-four communities primarily in suburban Chicagoland with
total resources of approximately $7.2 billion.
As of June 30, 2003, CoVest Bancshares, Inc. had consolidated assets of
$624 million. It is the bank holding company for CoVest Banc, a national bank
servicing customers with three full-service offices located in Des Plaines,
Arlington Heights and Schaumburg in the northwest suburbs of the greater
Chicago area. The bank offers a wide range of retail and commercial banking
services to the communities it serves. In addition, the bank provides other
financial investments through its subsidiary, CoVest Investments, Inc.
Safe Harbor Statement under the Private Securities Litigation Reform Act
of 1995: Statements in this news release that are forward-looking statements
are subject to various risks and uncertainties concerning specific factors
described in First Midwest Bancorp's and CoVest's 2002 Form 10-K and other
filings with the U.S. Securities and Exchange Commission. In addition, these
forward-looking statements are also subject to the timing of the closing of
the acquisition, the impact of mark-to-market adjustments required by purchase
accounting and issues that may arise in connection with the integration of
CoVest. Such information contained herein represents management's best
judgment as of the date hereof based on information currently available.
Neither First Midwest nor CoVest intends to update this information and
disclaims any legal obligation to the contrary. Historical information is not
necessarily indicative of future performance.
SOURCE First Midwest Bancorp, Inc.
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Related links:
http://www.firstmidwest.com
http://www.covestbanc.com
CONTACT:
Steven H. Shapiro, +1-630-875-7345, or James
L. Roberts, President and Chief Executive Officer,
+1-847-294-6598, both of First Midwest Bancorp
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