ROSEMONT, Ill., May 02, 2018 (GLOBE NEWSWIRE) -- Wintrust Financial Corporation (“Wintrust”) (Nasdaq:WTFC) today
announced the signing of a definitive agreement to acquire Chicago Shore Corporation (“CSC”). CSC is the parent company of
Delaware Place Bank, an Illinois state-chartered bank, which operates a banking location in the Gold Coast/Streeterville
neighborhood of Chicago, Illinois. As of March 31, 2018, Delaware Place Bank had approximately $245 million in assets,
approximately $165 million in loans and approximately $215 million in deposits.
Edward J. Wehmer, President and CEO of Wintrust, said, “This transaction provides a wonderful opportunity to
expand and complement our market presence in the heart of the City of Chicago. We look forward to continuing the community
banking approach that Delaware Place Bank has established and to providing its customers with an expanded array of products,
services and resources.”
“We are very pleased with the opportunity to join the Wintrust banking family,” said James W. Aldrich, Chairman
and Chief Executive Officer, Chicago Shore Corporation and Delaware Place Bank. “This transaction brings together two
companies that share core community banking philosophies and cultures. Wintrust’s Chicago-based leadership and its track
record of serving families, individuals and businesses in Chicago’s neighborhoods and surrounding communities made it an attractive
partner. This partnership offers our customers and employees the long-term benefits that being part of a successful, growing
and caring organization brings.” Mr. Aldrich emphasized that by joining forces with Wintrust, “the transaction allows us to
continue focusing on serving our customers, while at the same time providing our customers with access to a wider range of
products, services and resources. We see many advantages for our customers and stockholders and we look forward to joining
the Wintrust family.”
Terms of the Transaction
Subject to possible adjustment, the aggregate purchase price (which takes into account the appreciated value of
a five-story building located in the Gold Coast/Streeterville neighborhood of Chicago) will be approximately $34 million.
Shares of CSC common stock outstanding at the time of the merger will be converted into the right to receive per share merger
consideration paid in cash.
Subject to approval by banking regulators and CSC’s stockholders and certain closing conditions, in connection
with the closing, all other outstanding securities of CSC (including trust preferred securities of its trust subsidiaries and
preferred stock of CSC) will be redeemed in accordance with their terms. The transaction is expected to close late in the
third quarter 2018, and is not expected to have a material effect on Wintrust’s 2018 earnings per share.
Advisors
Piper Jaffray acted as exclusive financial advisor to CSC in the transaction and provided a fairness opinion to
its Board of Directors. Sullivan and Cromwell LLP acted as CSC’s transaction counsel, and Schiff Hardin LLP served as
transaction counsel to Wintrust.
About Wintrust
Wintrust is a financial holding company with assets of approximately $28 billion whose common stock is traded on
the NASDAQ Global Select Market. Built on the "HAVE IT ALL" model, Wintrust offers sophisticated technology and resources of a
large bank while focusing on providing service-based community banking to each and every customer. Wintrust operates fifteen
community bank subsidiaries with over 150 banking locations located in the greater Chicago and southern Wisconsin market areas.
Additionally, the Company operates various non-bank business units, including one of the largest commercial insurance premium
finance companies operating in the United States and Canada, a company providing short-term accounts receivable financing and
value-added out-sourced administrative services to the temporary staffing services industry, a business unit engaging primarily in
the origination and purchase of residential mortgages for sale into the secondary market throughout the United States, and
companies providing wealth management services.
Forward-Looking Information
This press release contains forward-looking statements within the meaning of the federal securities laws
relating to the proposed acquisition of Chicago Shore Corporation and its integration with Wintrust, the combination of their
businesses and projected revenue, as well as profitability and earnings outlook. Investors are cautioned that such statements
are predictions and actual events or results may differ materially. Wintrust's expected financial results or other plans are
subject to a number of risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results
to differ from those contained in the forward-looking statements, see "Risk Factors" and the forward-looking statement disclosure
contained in Wintrust's Annual Report on Form 10-K for the most recently ended fiscal year. Forward-looking statements speak
only as of the date made and Wintrust undertakes no duty to update the information.
Additional Information for CSC Stockholders
This communication is not a solicitation of a proxy from any stockholder of CSC. In connection with the
definitive agreement, stockholders of CSC will receive a proxy statement. CSC STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT
AND ANY OTHER RELEVANT MATERIALS SENT TO CSC STOCKHOLDERS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities.
FOR MORE INFORMATION CONTACT: Edward J. Wehmer, President/CEO – Wintrust Financial Corporation, (847) 939-9000 David A. Dykstra, COO – Wintrust Financial Corporation, (847) 939-9000 James Aldrich, Chairman and CEO – Chicago Shore Corporation, (312) 280-0360 Wintrust Website address: www.wintrust.com
