Filed by Wintrust Financial Corporation
(Commission File No. 0-21923)
pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: Village Bancorp, Inc.
ON AUGUST 7, 2003, WINTRUST FINANCIAL CORPORATION ISSUED THE FOLLOWING
PRESS RELEASE:
[WINTRUST FINANCIAL CORPORATION LETTERHEAD]
FOR IMMEDIATE RELEASE
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August 7, 2003
FOR MORE INFORMATION CONTACT:
Edward J. Wehmer, President/CEO - Wintrust Financial Corporation, (847) 615-4096
David A. Dykstra, COO - Wintrust Financial Corporation, (847) 615-4096
Thomas H. Roth, Chairman - Village Bancorp, Inc., (847) 483-6000
Wintrust Website address: www.wintrust.com
WINTRUST FINANCIAL CORPORATION ANNOUNCES PLANS TO
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ACQUIRE VILLAGE BANCORP, INC.
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LAKE FOREST, ILLINOIS - Wintrust Financial Corporation ("Wintrust")
(Nasdaq: WTFC) today announced the signing of a definitive agreement to acquire
Village Bancorp, Inc. ("Village") in a stock merger transaction. Village is the
parent company of Village Bank and Trust--Arlington Heights ("Village Bank")
that has locations in Arlington Heights and Prospect Heights, Illinois. Village
Bank began operations as a de novo bank in 1995 and had total assets of
approximately $74 million as of June 30, 2003.
"This transaction is a great fit for both companies," stated Edward J.
Wehmer, President and CEO of Wintrust. "Village Bank shares our commitment to
community banking and customer service. The merger will help fulfill Wintrust's
desire to expand into the desirable northwest Chicago metropolitan area and
builds upon our recently announced pending acquisition of another de novo bank
with locations in nearby communities. These two announced mergers will give
Wintrust a foundation of nearly $200 million in assets to build upon in the near
northwest suburbs. Village Bank has a terrific operating culture, solid growth
and profit potential, and a dedicated board of directors and management
team." He added: "We look forward to providing Village with enhanced lending
capacity and wealth management products through our Wayne Hummer Companies."
"We are excited about the opportunity to combine resources with
Wintrust," said Thomas H. Roth, Village's Chairman. He noted both Wintrust and
Village share a common philosophy toward community banking and a commitment to
outstanding customer service. Mr. Roth emphasized that by joining forces with
Wintrust, Village Bank's customers will not only retain very high levels of
customer service but will also gain access to a wider range of products and
services through the strength Wintrust can offer. "We clearly see benefits for
our customers, shareholders and employees and we look forward to joining the
Wintrust team," he said.
Mr. Wehmer also commented: "Our success to date was achieved through
our commitment to the de novo approach to growth, and this acquisition is
consistent with that philosophy." Mr. Wehmer emphasized, "Wintrust will continue
to charter new de novo banks in the future and will also welcome other
opportunities like this."
TERMS OF THE TRANSACTION
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In the merger, each share of Village common stock outstanding will be
converted into the right to receive shares of Wintrust's common stock based on
Wintrust's average trading price at closing determined in accordance with the
merger agreement. The aggregate purchase price would be approximately $9.0
million, or approximately two times the current book value of Village. At June
30, 2003, Village had outstanding 1,052,054 shares of common stock and
in-the-money warrants to acquire approximately 150,000 shares of common stock at
exercise prices ranging from $6.50 to $7.50 per share. Under the agreement, any
warrants not exercised prior to the closing date will be cashed out based on the
resulting per share value. Consummation of the transaction is not expected to
have a material impact on Wintrust's 2003 or 2004 earnings per share.
The transaction is subject to approval by regulators and Village's
shareholders and certain closing conditions. The transaction is expected to
close in the fourth quarter of 2003.
ABOUT WINTRUST
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Wintrust is a financial holding company whose common stock is traded on
the Nasdaq Stock Market(R) and that has assets of $4.1 billion. Its seven
suburban Chicago community bank subsidiaries, each of which was founded as a de
novo bank since December 1991, are located in the following markets
-- Lake Forest Bank & Trust Company, Hinsdale Bank & Trust Company, North Shore
Community Bank & Trust Company in Wilmette, Libertyville Bank & Trust Company,
Barrington Bank & Trust Company, Crystal Lake Bank & Trust Company and
Northbrook Bank & Trust Company. The banks also operate facilities in Lake
Bluff, Highland Park, Hoffman Estates, Highwood, Glencoe, Winnetka, Clarendon
Hills, Western Springs, Skokie, Wauconda, Cary, McHenry and Riverside, Illinois.
Additionally, the Company operates various non-bank subsidiaries. First
Insurance Funding Corporation, one of the largest commercial insurance premium
finance companies operating in the United States, serves commercial loan
customers throughout the country. Wayne Hummer Trust Company, a trust
subsidiary, allows Wintrust to service customers' trust and investment needs at
each banking location. Tricom, Inc. of Milwaukee provides short-term accounts
receivable financing and value-added outsourced administrative services, such
as data processing of payrolls, billing and cash management services, to
temporary staffing service clients located throughout the United States. Wayne
Hummer Investments, LLC is a broker-dealer providing a full range of private
client and brokerage services to clients located primarily in the Midwest.
Focused Investments LLC is a broker-dealer that provides a full range of
investment solutions to clients through a network of community-based financial
institutions throughout the Midwest. Wayne Hummer Asset Management Company
provides money management services and advisory services to individual accounts
as well as the Wayne Hummer Companies' four proprietary mutual funds. Wintrust
Information Technology Services Company provides information technology support,
item capture, and statement preparation and lockbox services to the Wintrust
subsidiaries. Currently, Wintrust operates a total of 32 banking offices and is
in the process of constructing several additional branch facilities. All of the
Company's banking subsidiaries are locally managed with large local boards of
directors. Wintrust Financial Corporation has been one of the fastest growing de
novo bank groups in Illinois.
FORWARD-LOOKING INFORMATION
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 relating to
Wintrust's planned acquisition of Village Bancorp, Inc. and its subsidiary, the
combination of their businesses with Wintrust, as well as growth strategies and
earnings outlook. Actual results could differ materially from those addressed in
the forward-looking statements due to factors such as unexpected difficulties or
delays in completing the acquisition, unforeseen difficulties in integrating the
operations of Village or higher than expected operational costs,
unanticipated departures of senior officers of Village or loss of other key
personnel, changes in economic conditions, unanticipated changes in interest
rates, competition and the related pricing of other banking products, future
events that may cause unforeseen losses on loans or other customer advances,
slower than anticipated development and growth of Village's business or
unanticipated business declines. Additionally, difficulties or unanticipated
developments related to the pending acquisition of Advantage National Bancorp,
Inc. could develop. Therefore, there can be no assurances that future actual
results will correspond to these forward-looking statements, and Wintrust
undertakes no obligation to publicly update these statements. This press release
should be reviewed in conjunction with Wintrust's Annual Report on Form 10-K,
quarterly reports on Form 10-Q and other publicly available information
regarding Wintrust, copies of which are available from Wintrust upon request.
Such publicly available information provides additional information regarding
risks and uncertainties related to the Wintrust's business that should be
considered in evaluating "forward-looking statements."
ADDITIONAL INFORMATION
----------------------
Wintrust will be filing a registration statement with the Securities
and Exchange Commission in connection with the proposed transaction. The
registration statement will include a proxy statement/prospectus that will be
sent to the shareholders of Village Bancorp, Inc. seeking their approval of the
proposed transaction.
Shareholders of Village are advised to read the important information
concerning the proposed transaction contained in the proxy statement/prospectus
and other documents filed by Wintrust with the Securities and Exchange
Commission when they become available. When filed, these documents can be
obtained free of charge from the web site maintained by the Securities and
Exchange Commission at http://www.sec.gov. or upon written request to Wintrust
Financial Corporation, Attn: Investor Relations, 727 North Bank Lane, Lake
Forest, Illinois 60045 or by calling (847) 615-4096, or upon written request to
Village Bancorp, Inc., Attn: President, 311 South Arlington Heights Road,
Arlington Heights, Illinois 60005 or by calling (847) 483-6000.
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