GREEN BAY, Wis.--(BUSINESS WIRE)--March 21, 2005--Associated
Banc-Corp (NASDAQ: ASBC) will acquire State Financial Services Corp
(NASDAQ: SFSW) under a definitive agreement signed by the two
companies today. The all-stock transaction is valued at $278 million,
based on the closing Associated share price on March 18, 2005.
The agreement calls for State Financial shareholders to receive
1.20 shares of Associated stock for each share of State Financial
stock they hold. Based on Associated's closing price of $31.85 on
March 18, the exchange ratio represents a value of $38.22 per share of
State Financial, implying a 27 percent premium to the market price.
The transaction is expected to be accretive to Associated's GAAP and
cash earnings per share in 2006.
The transaction is subject to the approval of State Financial
shareholders and regulators. The companies anticipate closing the
transaction in the fall of this year.
State Financial Bank is a $1.5 billion financial services company
based in Milwaukee, with 29 banking branches in Southeastern Wisconsin
and Northeastern Illinois. State Financial Bank provides commercial
and retail banking products, mortgage loan originations and investment
brokerage activities.
"State Financial and Associated are strong, customer-focused
banks. Our combination enhances customer convenience by expanding our
branch distribution network," said Paul S. Beideman, president and CEO
of Associated.
"The skills of State Financial's bankers match perfectly with
Associated's community-based approach to banking. We look forward to
the benefits that will come from putting Associated's expanded
products and services in the hands of State Financial's talented
people," Beideman said.
Michael J. Falbo, CEO of State Financial, said, "We are very
pleased to join forces with Associated. Associated's customer-focused
philosophy and their broad range of services and expertise will bring
significant benefits to our customers. Moreover, in selecting a
partner to sustain our growth going forward, we were delighted to
connect with a Wisconsin organization that shares our commitment to
customer service and community involvement."
The integration of the two companies will result in some
efficiencies which will affect administrative and support functions.
Employees displaced by the consolidation will receive preferential
hiring status for open positions elsewhere in the organization, or,
where necessary, severance payments and outplacement services,
Associated said.
Associated will host a conference call to discuss the transaction
and answer any questions from institutional investors and analysts at
8 a.m. CST tomorrow. The call-in number will be 877-654-5513. Ask for
the Associated Banc-Corp call, code number 4975604. Participants
should go to the investor relations area at Associated's Web site
(http://www.associatedbank.com/AboutAssociated/InvestorRelations/) to
download slides for reference during the call.
State Financial's board of directors has postponed the 2005 Annual
Meeting of Shareholders previously scheduled for April 27, 2005.
Associated Banc-Corp, headquartered in Green Bay, Wis., is a
diversified multibank holding company with total assets of $21
billion. Following the State Financial acquisition, the company will
have grown more than six-fold over the last 10 years. Associated has
more than 300 banking offices serving more than 170 communities in
Wisconsin, Illinois, and Minnesota. The company offers a full range of
traditional banking services and a variety of other financial products
and services. More information about Associated Banc-Corp is available
at www.AssociatedBank.com.
Certain matters discussed in this press release are
"forward-looking statements" intended to qualify for the safe harbors
from liability established by the Private Securities Litigation Reform
Act of 1995. These forward-looking statements can generally be
identified as such because the context of the statement will include
words such as "believes," "anticipates" or "expects," or words of
similar import. Such forward-looking statements are subject to certain
risks and uncertainties which could cause actual results to differ
materially from those currently anticipated. Such risks and
uncertainties include, among others, Associated's ability to complete
the merger in a timely manner or at all, the failure of State
Financial's shareholders to approve the merger, the risk that the
business of State Financial will not be integrated successfully into
Associated, the risk that the cost savings from the merger may not be
fully realized or may take longer to realize than expected, and other
factors discussed in the filings of Associated and State Financial
with the Securities and Exchange Commission (the "SEC"). Investors
should consider these factors carefully in evaluating the
forward-looking statements and are cautioned not to place undue
reliance on such forward-looking statements.
This press release may be deemed to be solicitation material in
respect of the proposed acquisition of State Financial by Associated.
In connection with the proposed transaction, a registration statement
on Form S-4 and other relevant documents will be filed with the SEC.
Shareholders of State Financial are encouraged to read the
registration statement and any other relevant documents filed with the
SEC, including the proxy statement/prospectus that will be part of the
registration statement, because they will contain important
information about the proposed transaction. After these documents are
filed with the SEC, investors and security holders will be able to
obtain them free of charge at the SEC's website, www.sec.gov, or by
requesting them from Associated Banc-Corp, Attn: Corporate Secretary,
1200 Hansen Road, Green Bay, WI 54304 or from State Financial Services
Corporation, Attn.: Corporate Secretary, 815 North Water Street,
Milwaukee, WI 53202.
Associated and State Financial and their respective directors,
executive officers and other employees may be deemed to be
participants in the solicitation of proxies in respect of the proposed
transaction. Information regarding Associated's directors and
executive officers is available in its Proxy Statement dated March 16,
2005 filed with the SEC, and information regarding State Financial's
directors and executive officers is available in its proxy statement
filed with the SEC on March 25, 2004. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will
be contained in the proxy statement/prospectus and other relevant
materials to be filed with the SEC when they become available.
CONTACT: Associated Banc-Corp
Investors: Joe Selner, 920-491-7120
Media: Jon Drayna, 920-491-7006
or
State Financial Services CorpDan Westrope, 414-525-3373
SOURCE: Associated Banc-Corp