First Busey Corporation (NASDAQ:BUSE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive
Agreement.
On March13, 2017, First Busey Corporation, a Nevada corporation
(First Busey), entered into an Agreement and Plan of Merger (the
Merger Agreement) with Mid Illinois Bancorp,Inc., an Illinois
corporation (Mid Illinois), to which Mid Illinois will merge into
First Busey, with First Busey as the surviving corporation
(theMerger). A copy of the press release announcing the execution
of the Merger Agreement is attached hereto as Exhibit99.1.
Under the terms of the merger agreement, Mid Illinois
shareholders will have the right to receive for each share of Mid
Illinois common stock, at the election of each shareholder, and
subject to proration, (i)$227.94 in cash, (ii)7.5149 shares of
First Busey common stock, or (iii)mixed consideration of $68.38
in cash and 5.2604 shares of First Busey common stock, with total
consideration to consist of 70% stock and 30% cash. Based upon
First Buseys closing price of $29.83 on March10, 2017, the
aggregate implied transaction value is approximately $133.4
million.
It is anticipated that South Side Trust Savings Bank of Peoria,
Mid Illinoiss wholly-owned bank subsidiary (South Side), will be
merged with and into First Buseys bank subsidiary, Busey Bank, at
a date following the completion of the holding company merger. At
the time of the bank merger, South Sides banking offices will
become branches of Busey Bank. As of December31, 2016, Mid
Illinois had total consolidated assets of $665 million, total
loans and leases of $375 million and total deposits of $519
million.
The Merger Agreement contains customary representations and
warranties of both parties and customary conditions to the
parties obligations to close the transaction, as well as
agreements to cooperate in the process of consummating the
transaction. The Merger Agreement also contains provisions
limiting the activities of Mid Illinois and South Side which are
outside the ordinary and usual course of business, including
restrictions on employee compensation, certain acquisitions and
dispositions of assets and liabilities, and solicitations
relating to alternative acquisition proposals, pending the
completion of the Merger.
The Merger is anticipated to be completed late in the third
quarter of 2017, and is subject to the satisfaction of customary
closing conditions in the Merger Agreement and the approval of
the appropriate regulatory authorities and of the shareholders of
Mid Illinois. Certain of the directors and officers of Mid
Illinois have executed voting agreements in which they have
agreed to vote their shares of Mid Illinois common stock in favor
of approval of the Merger Agreement.
The information set forth above does not purport to be complete
and is qualified in its entirety by reference to the full text of
the Merger Agreement, which is attached hereto as Exhibit2.1 and
is incorporated herein by reference. The representations,
warranties and covenants of each party set forth in the Merger
Agreement have been made only for purposes of, and were and are
solely for the benefit of the contracting parties, including
being qualified by confidential disclosures made for the purposes
of allocating contractual risk between the parties to the Merger
Agreement instead of establishing these matters as facts, and may
be subject to standards of materiality applicable to the
contracting parties that differ from those applicable to
investors. Accordingly, the representations and warranties may
not describe the actual state of affairs at the date they were
made or at any other time, and investors should not rely on them
as statements of fact. In addition, such representations and
warranties (i)will not survive the consummation of the Merger,
and (ii)were made only as of the date of the Merger Agreement or
such other date as is specified in the Merger Agreement.
Moreover, information concerning the subject matter of the
representations and warranties may change after the date of the
Merger Agreement, which subsequent information may or may not be
fully reflected in the parties public disclosures. Accordingly,
the Merger Agreement is included with this filing only to provide
investors with information regarding the terms of the Merger
Agreement, and not to provide investors with any other factual
information regarding First Busey or Mid Illinois, their
respective affiliates or their respective businesses. The Merger
Agreement should not be read alone, but should instead be read in
conjunction with the other information regarding First Busey, Mid
Illinois, their respective affiliates or their respective
businesses, the Merger
Agreement and the Merger that will be contained in, or
incorporated by reference into, the Registration Statement on
FormS-4 that will include a proxy statement of Mid Illinois and
a prospectus of First Busey, as well as in the Forms10-K,
Forms10-Q and other documents that First Busey files with or
furnishes to the Securities and Exchange Commission (SEC).
Item 8.01 Other Events.
In connection with the execution of the Merger Agreement
discussed in Item 1.01 above, FirstBusey and Mid Illinois
issued a joint press release. A copy of the press release is
attached hereto asExhibit99.1, which is incorporated herein by
reference.
From time to time on and after March13, 2017, First Busey and
Mid Illinois intend to provide supplemental information
regarding the proposed transaction to analysts and investors in
connection with certain presentations. A copy of the
supplementary information is attached hereto as Exhibit99.2,
which is incorporated herein by reference.
Special Note Concerning Forward-Looking
Statements
This Current Report on Form8-K may contain forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995 with respect to the financial
condition, results of operations, plans, objectives, future
performance and business of First Busey and Mid
Illinois.Forward-looking statements, which may be based upon
beliefs, expectations and assumptions of First Buseys and Mid
Illinoiss management and on information currently available to
management, are generally identifiable by the use of words such
as believe, expect, anticipate, plan, intend, estimate, may,
will, would, could, should or other similar
expressions.Additionally, all statements in this Current Report
on Form8-K, including forward-looking statements, speak only as
of the date they are made, and neither First Busey nor Mid
Illinois undertakes any obligation to update any statement in
light of new information or future events. A number of factors,
many of which are beyond the ability of First Busey and Mid
Illinois to control or predict, could cause actual results to
differ materially from those in its forward-looking
statements.These factors include, among others, the following:
(i)the possibility that any of the anticipated benefits of the
proposed transaction between First Busey and Mid Illinois will
not be realized or will not be realized within the expected
time period; (ii)the risk that integration of operations of Mid
Illinois with those of First Busey will be materially delayed
or will be more costly or difficult than expected; (iii)the
inability to complete the proposed transaction due to the
failure of the required shareholder approval; (iv)the failure
to satisfy other conditions to completion of the proposed
transaction, including receipt of required regulatory and other
approvals; (v)the failure of the proposed transaction to close
for any other reason; (vi)the effect of the announcement of the
transaction on customer relationships and operating results;
(vii)the possibility that the transaction may be more expensive
to complete than anticipated, including as a result of
unexpected factors or events; (viii)the strength of the local,
national and international economy; (ix)changes in state and
federal laws, regulations and governmental policies concerning
First Buseys and Mid Illinoiss general business; (x)changes in
interest rates and prepayment rates of First Buseys and Mid
Illinoiss assets; (xi)increased competition in the financial
services sector and the inability to attract new customers;
(xii)changes in technology and the ability to develop and
maintain secure and reliable electronic systems; (xiii)the loss
of key executives or employees; (xiv)changes in consumer
spending; (xv)unexpected results of acquisitions, including the
acquisition of Mid Illinois; (xvi)unexpected outcomes of
existing or new litigation involving First Busey or Mid
Illinois; (xvii)the economic impact of any future terrorist
threats or attacks; (xviii)the economic impact of exceptional
weather occurrences such as tornadoes, hurricanes, floods, and
blizzards; and (xix)changes in accounting policies and
practices. These risks and uncertainties should be considered
in evaluating forward-looking statements and undue reliance
should not be placed on such statements. Additional information
concerning First Busey and its business, including additional
factors that could materially affect First Buseys financial
results, are included in First Buseys filings with the
SEC.
Additional Information
First Busey will filea registration statement on FormS-4 with
the SEC in connection with the proposed transaction. The
registration statement will include a proxy statement of Mid
Illinois that also constitutes a prospectus of First Busey,
which will be sent to the shareholders of Mid Illinois. Mid
Illinoiss shareholders are advised to read the proxy
statement/prospectus when it becomes available because it will
contain important information about First Busey, Mid Illinois
and the proposed transaction. When filed, this document and
other documents relating to the merger filed by First Busey and
Mid Illinois can be obtained free of charge from the SECs
website at www.sec.gov. These documents also can be obtained
free of charge by accessing First Buseys website at
www.busey.com under the tab Investors Relations and then under
SEC Filings. Alternatively, these documents, when available,
can be obtained free of charge from First Busey upon written
request to First Busey Corporation, Corporate Secretary, 100 W.
University Avenue, Champaign,Illinois 61820 or by calling (217)
365-4544, or from Mid Illinois, upon written request to Mid
Illinois Bancorp,Inc., Attn: Mark Joseph, 2119 S.W. Adams
Street or by calling (309) 676-0521.
Participants in this Transaction
First Busey, Mid Illinois and certain of their respective
directors and executive officers may be deemed to be
participants in the solicitation of proxies from shareholders
in connection with the proposed transaction under the rulesof
the SEC. Information about First Buseys participants may be
found in the definitive proxy statement of First Busey relating
to its 2016 Annual Meeting of Stockholders filed with the SEC
on April14, 2016. This definitive proxy statement can be
obtained free of charge from the sources indicated above.
Additional information regarding the interests of these
participants will also be included in the proxy
statement/prospectus regarding the proposed transaction when it
becomes available.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
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2.1 |
Agreement and Plan of Merger by and between First Busey |
|
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99.1 |
Press Release, dated March13, 2017 |
|
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99.2 |
Investor Presentation, dated March13, 2017 |
* First Busey has omitted schedules and similar attachments to
the subject agreement to Item601(b)of Regulation S-K. First
Busey will furnish a copy of any omitted schedule or similar
attachment to the SEC upon request.
About First Busey Corporation (NASDAQ:BUSE)
First Busey Corporation (First Busey) is a financial holding company. The Company offers a range of financial services through its banking and non-banking subsidiaries at multiple locations in Illinois, Florida, Indiana and Missouri. First Busey has a bank subsidiary, Busey Bank (the Bank). It operates through three segments: Banking, Remittance Processing and Wealth Management. The Banking operating segment provides a range of banking services to individual and corporate customers through its branch network in downstate Illinois, through its branch in Indianapolis, Indiana, and through its branch network in southwest Florida. The Remittance Processing segment provides for online bill payments, lockbox and walk-in payments. The Wealth Management segment provides a range of asset management, investment and fiduciary services to individuals, businesses and foundations, tax preparation, philanthropic advisory services, and farm and brokerage services. First Busey Corporation (NASDAQ:BUSE) Recent Trading Information
First Busey Corporation (NASDAQ:BUSE) closed its last trading session up +0.37 at 30.20 with 122,761 shares trading hands.
