CHICAGO, Dec. 17 /PRNewswire/ -- Southwest Bancshares, Inc.
(Nasdaq: SWBI), announced today that it has agreed to merge with Alliance
Bancorp (Nasdaq: ABCL) of Hinsdale, Illinois. In a joint release today,
Richard E. Webber, President and Chief Financial Officer of Southwest
Bancshares, Inc., and Kenne P. Bristol, President and Chief Executive Officer
of Alliance Bancorp, announced that their respective boards of directors have
unanimously approved a definitive agreement to merge the two institutions.
Pursuant to the merger agreement, which is subject to shareholder and
regulatory approval, each common share of Southwest Bancshares, Inc. common
stock will be exchanged for 1.1981 shares of Alliance Bancorp common stock,
subject to adjustment based on the current value of Alliance Bancorp common
stock, the transaction has a current value of $31.75 per share. Following the
merger, Alliance will have 20 offices in Chicago and its surrounding suburbs,
with approximately $1.8 billion in assets and $1.3 billion in deposits, making
it the third largest independent thrift institution in the Chicago
metropolitan area.
The transaction is valued at approximately $90 million and will be payable
in stock based on Alliance's common stock price at the closing of the
transaction. The transaction will be accounted for as a pooling of interests
for financial accounting purposes. The transaction is expected to close prior
to June 30, 1998. Alliance has the right to terminate the transaction if the
average share price of Alliance prior to closing is less than $19.875 per
share, unless Southwest agrees to accept an exchange ratio of 1.3579 shares of
Alliance Bancorp stock.
Concurrent with the execution of the definitive agreement, Southwest
Bancshares has granted Alliance Bancorp an option to purchase an amount of
shares equal to 9.9% of its outstanding common stock, which option is
exercisable in certain circumstances.
Richard E. Webber, President and Chief Financial Officer of Southwest
Bancshares, said, "We are pleased to join with Alliance Bancorp, a company
which shares our own community-oriented banking philosophy. The selection of
Alliance Bancorp as a merger partner allows us to serve our customers and
markets with expanded products, allows our employees to join a growing
organization and provides our shareholders with an opportunity to benefit from
the growth of the combined company which we believe will result in increased
long-term value."
Kenne P. Bristol, Chief Executive Officer of Alliance Bancorp, said, "We
view the merger with Southwest Bancshares as a tremendous opportunity. Our
deposits in the Chicagoland market will increase by approximately 30% and the
Southwest customer base provides us with great potential for the marketing of
loan products, fee-based services such as mutual funds, and transaction
account products, all of which we have successfully marketed to our customer
base." Fredric G. Novy, Alliance Bancorp's Chairman said, "We believe this
will create excellent opportunities for future growth in both earnings per
share and long-term shareholder value."
Mr. Webber will be continuing as a board member of the combined
organization. Mr. Bristol and Mr. Webber emphasized the following benefits of
the merger:
-- Immediate accretion to 1998 earnings per share;
-- Achievement of economies of scale generated from cost efficiencies and
Alliance's product delivery and processing systems;
-- A significant opportunity to sell Alliance's fee generating deposit
services and investment products to Southwest's customer base;
-- The utilization of Southwest's stable core deposit base to profitably
enhance Alliance's excellent asset-generating capabilities in mortgage
and home equity loan products;
-- The combined equity to assets ratio, offering growth opportunities for
the future.
"Southwest is also an excellent fit with our strategic priorities,"
Bristol continued. "While both companies serve the Chicago area market, there
is very little geographic overlap. Therefore, the combination represents a
substantial expansion of the Alliance market area. Both companies place a
high priority on serving the individual financial goals of their local
customers. Having this common focus between organizations at the onset will
create immediate benefits for customers and shareholders."
As of September 30, 1997, Southwest Bancshares, Inc., through its wholly
owned subsidiary, Southwest Federal Savings and Loan Association of Chicago,
had approximately $375 million in assets, $275 million in deposits, and $43
million in stockholders' equity. Southwest operates 6 offices in Cook County,
Illinois, where 7 of Alliance's offices are also located. The common stock of
Southwest Bancshares is traded on the Nasdaq National Market Tier of the
Nasdaq Stock Market under the symbol SWBI. Alliance is the parent holding
company of Liberty Federal Bank which is headquartered in Hinsdale, Illinois.
Alliance had assets of $1.4 billion, deposits of $998 million and
stockholders' equity of $129 million as of September 30, 1997, providing
complete financial services through 14 offices located in Cook and DuPage
Counties, Illinois and will be opening a new office in Naperville in mid 1998.
The common stock of Alliance Bancorp is traded on the Nasdaq National Market
Tier of the Nasdaq Stock Market under the symbol ABCL.
SOURCE Alliance Bancorp Inc.
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CONTACT: Richard E. Webber, President & Chief Financial Officer, or Ronald D. Phares, Vice President & Investor Relations, both of Southwest Bancshares, Inc., 708-636-2700; or Kenne P. Bristol, President & Chief Executive Officer, or Richard Hojnicki, Executive Vice President & Chief Financial Officer, both of Alliance Bancorp, 630-323-1776
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