Associated Banc-Corp (NYSE:ASB-C) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01.Completion of Acquisition or Disposition of Assets.
Effective February1, 2018, to the Agreement and Plan of Merger, dated as of July20, 2017 (the “Merger Agreement”), by and between Associated Banc-Corp, a Wisconsin corporation (“Associated”), and Bank Mutual Corporation, a Wisconsin corporation (“Bank Mutual”), Bank Mutual was merged with and into Associated, with Associated continuing as the surviving entity (the “Merger”). Following the Merger, Bank Mutual’s wholly owned bank subsidiary will merge with and into Associated’s wholly owned bank subsidiary, Associated Bank, N.A. (the “Bank Merger”), with Associated Bank, N.A. continuing as the surviving entity in the Bank Merger. The Bank Merger is expected to occur in late second quarter or early third quarter 2018.
On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01, of Bank Mutual (“Bank Mutual Common Stock”), except for shares of Bank Mutual Common Stock held in Bank Mutual’s treasury or owned directly or indirectly by Associated (other than shares of Bank Mutual Common Stock held in a fiduciary capacity or in connection with debts previously contracted), was converted into the right to receive 0.422 fully paid and nonassessable shares of common stock, par value $0.01 per share, of Associated (“Associated Common Stock”), with cash paid in lieu of fractional shares.
At the Effective Time, each outstanding restricted share of Bank Mutual Common Stock vested in accordance with its terms and was converted into 0.422 shares of Associated Common Stock, less applicable tax withholdings. In addition, at the Effective Time, each outstanding Bank Mutual stock option vested in accordance with its terms and was converted into an option to purchase Associated Common Stock, with the number of shares and exercise price adjusted to reflect the transaction in accordance with the terms of the Merger Agreement.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was attached as Exhibit2.1 to Associated’s Form8-K filed with the U.S. Securities and Exchange Commission on July26, 2017 and the terms of which are incorporated herein by reference.
Item 5.02.Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
At the Effective Time, to the terms of the Merger Agreement and subject to Associated’s bylaws and practices and policies generally applicable to its board of directors, Associated increased the size of its board of directors from 12 to 13 and appointed Michael T. Crowley,Jr., the former Chairman of Bank Mutual, to fill the resulting vacancy. Mr.Crowley does not have any relationship or transactions with Associated required to be disclosed under Item 404(a)of Regulation S-K. Mr.Crowley has not been appointed to serve on a Board committee at this time and the committees to which Mr.Crowley may be appointed at a later date have not yet been determined. Mr.Crowley will receive compensation in respect of his service as a non-employee director as described in Associated’s proxy statement for the 2017 Annual Meeting of Shareholders. In addition, in connection with the Merger, Associated assumed Bank Mutual’s Outside Directors Retirement Plan, in which Mr.Crowley is a vested