Associated Banc-Corp to acquire First Staunton Bancshares, Inc.

News provided by

Jul 25, 2019, 16:20 ET

GREEN BAY, Wis. and STAUNTON, Ill., July 25, 2019 /PRNewswire/ -- Associated Banc-Corp (NYSE: ASB) ("Associated") and First Staunton Bancshares, Inc. ("First Staunton"), jointly announced today that they have entered into a definitive merger agreement under which First Staunton will be acquired by Associated. First Staunton's subsidiary, The First National Bank in Staunton, will also merge with Associated's bank subsidiary, Associated Bank, N.A. The all cash transaction is valued at approximately $76.3 million.

The Boards of both Associated and First Staunton have unanimously approved the transactions. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in the first quarter of 2020.

Associated and The First National Bank in Staunton share a proud heritage of serving Midwest communities since 1861 and 1934, respectively. Based in Green Bay, Associated Bank N.A. is the largest bank headquartered in Wisconsin. It serves more than one million customers in 120 communities across eight states. First National Bank in Staunton serves more than 30,000 customers in the Metro East region of the St. Louis Metropolitan Area. As a result of this transaction, Associated will strengthen its Illinois network and expand services into additional communities.

"We have great respect for First National Bank in Staunton and their commitment to providing quality financial services to their customers. Both of our organizations are built around customer-centric strategies and understand the importance of delivering increasing value to both the customers and the communities we serve," said Associated president and CEO Philip B. Flynn. "This acquisition provides the opportunity to increase our Illinois presence and improve the scale of our operations. This ultimately positions us to make further investments in the St. Louis metro market and deliver increased network value to our customers and shareholders."

"I believe our organizations possess a shared appreciation of the needs and goals of our communities," said First Staunton chairperson Celeste Hardnock. "I am confident the merger will bring added conveniences, products and services to our customers."

Upon consummation of the merger, First National Bank in Staunton's chief operations officer and director Gina M. Lotter and chief lending officer Brian Ury will join Associated Bank. In their new roles, they will focus on client retention and employee engagement while also serving as ambassadors for the bank's community involvement.

Due to Associated's strong presence in Illinois, the companies anticipate ongoing opportunities for employees of both organizations to contribute to the franchise over the long-term.

Associated expects this acquisition to be accretive to its earnings per common share in 2020, excluding one-time charges, and expects the transaction to deliver strong returns on capital. The transaction is expected to produce less than 1% tangible book value per share dilution at closing.

Howard & Howard, P.L.L.C. served as legal advisor to Associated in this transaction. Gerrish Smith Tuck, Consultants and Attorneys served as financial advisor and Polsinelli served as legal advisor to First Staunton in this transaction.

CONFERENCE CALL INFORMATION

Associated Banc-Corp will host a conference call for investors and analysts at 4:00 p.m. Central Time (CT) on July 25, 2019. Interested parties can listen to the call live on the internet through the investor relations section the company's website, http://investor.associatedbank.com or by dialing 877-407-8037. The slide presentation for the call will be available on the company's website just prior to the call. The number for international callers is 201-689-8037. Participants should ask the operator for the Associated Banc-Corp second quarter 2019 earnings call.

An audio archive of the webcast will be available on the company's website at http://investor.associatedbank.com approximately fifteen minutes after the call is over.

ABOUT ASSOCIATED BANC-CORP

Associated Banc-Corp (NYSE: ASB) has total assets of $33 billion and is one of the top 50 publicly traded U.S. bank holding companies. Headquartered in Green Bay, Wisconsin, Associated is a leading Midwest banking franchise, offering a full range of financial products and services from over 240 banking locations serving more than 120 communities throughout Wisconsin, Illinois and Minnesota, and commercial financial services in Indiana, Michigan, Missouri, Ohio and Texas. Associated Bank, N.A. is an Equal Housing Lender, Equal Opportunity Lender and Member FDIC. More information about Associated Banc-Corp is available at www.associatedbank.com.

ABOUT FIRST STAUNTON BANCSHARES, INC.

First Staunton Bancshares, Inc., with $543 million in assets and $439 million in deposits, is a family-owned institution headquartered in Staunton, Illinois. It serves the Metro East region of the St. Louis Metropolitan Area through nine communities in Southern Illinois. More information about First Staunton Bancshares, Inc., is available at www.FNBStaunton.com.

FORWARD LOOKING STATEMENTS

This press release contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may include: management plans relating to the proposed transaction; the expected timing of the completion of the proposed transaction; the ability to complete the proposed transaction; the ability to obtain and required regulatory approvals; any statements of the plans and objectives of management for future operations, products or services; any statements of expectation or belief; projections related to certain financial results or other benefits of the transaction; and any statements of assumptions underlying any of the foregoing. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "seek," "plan," "will," "would," "target," "outlook," "estimate," "forecast," "project" and other similar words and expressions or negatives of these words. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time and are beyond our control. Forward-looking statements speak only as of the date they are made. Associated does not assume any duty and does not undertake to update any forward-looking statements. Because forward-looking statements are by their nature, to different degrees, uncertain and subject to assumptions, actual results or future events could differ, possibly materially, from those that Associated anticipated in its forward-looking statements, and future results could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to, those included under Item 1A "Risk Factors" in Associated's Annual Report on Form 10-K for the year ended December 31, 2018, those disclosed in Associated's other periodic reports filed with the Securities and Exchange Commission (the "SEC"), as well as the possibility that expected benefits of the proposed transaction may not materialize in the timeframe expected or at all, or may be more costly to achieve; the proposed transaction may not be timely completed, if at all; that required regulatory approvals are not obtained or other customary closing conditions are not satisfied in a timely manner or at all; reputational risks and the reaction of shareholders, customers, employees or other constituents to the proposed transaction; and diversion of management time on acquisition-related matters. While the list of factors presented here is considered representative, no such lists should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. For any forward-looking statements made in this press release or in any other documents, Associated claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Media Contact:
Jennifer Kaminski, 920-491-7576

Investor Contact:
Robb Timme, 920-491-7059

SOURCE Associated Banc-Corp