공시 • Feb 27
Old Second Bancorp, Inc. (NasdaqGS:OSBC) agreed to acquire Bancorp Financial, Inc. for approximately $210 million.
Old Second Bancorp, Inc. (NasdaqGS:OSBC) agreed to acquire Bancorp Financial, Inc. for approximately $210 million on February 24, 2025. Under the terms of the merger agreement, Bancorp Financial stockholders will receive 2.5814 shares of Old Second common stock and $15.93 in cash for each share of Bancorp Financial’s common stock, for total consideration consisting of approximately 75% stock and 25% cash. Based on the closing price of Old Second common stock of $18.08 per share on February 24, 2025, the implied purchase price is $62.60 per Bancorp Financial common share, with an aggregate transaction value of approximately $197 million. Immediately following the Merger, Evergreen Bank Group, an Illinois state-chartered bank and wholly-owned subsidiary of Bancorp Financial, will merge with and into Old Second National Bank, a national banking association and wholly-owned subsidiary of Old Second, with Old Second National Bank continuing as the surviving bank. In case of termination of transaction, seller will pay a termination fee of $8.50 million. Darin Campbell will be appointed to the board of directors of Old Second as a Class I director. In addition, Darin Campbell and Jill Voss will be appointed to the board of directors of Old Second National Bank.
The completion of the Merger is subject to customary conditions, including, among others, (a) the adoption of the Merger Agreement and the transactions contemplated thereby by the holders of Bancorp Financial common stock, (b) the receipt of required regulatory approvals including the approval of the Board of Governors of the Federal Reserve System (in connection with the Merger) and the Office of the Comptroller of the Currency (in connection with the Bank Merger), (c) the effectiveness under the Securities Act of 1933, as amended, of the Registration Statement on Form S-4 for the Old Second common stock to be issued in the Merger, (d) the absence of any order, injunction or other legal restraint preventing the completion of the Merger or making the consummation of the Merger illegal, (e) authorization for listing on The Nasdaq Stock Market of the shares of Old Second common stock to be issued in the Merger, and (f) receipt by such party of an opinion from its tax advisor or counsel, as applicable, to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including, without limitation, (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party, generally subject to a material adverse effect qualification, (ii) performance in all material respects by the other party of its obligations under the Merger Agreement, and (iii) the absence of a material adverse effect with respect to the other party during a specified period of time prior to the consummation of the Merger. The merger is expected to close in the third quarter of 2025.
Piper Sandler & Co. acted as financial advisor and fairness opinion provider for Old Second Bancorp, Inc. J. Brennan Ryan and John M. Willis of Nelson Mullins Riley & Scarborough LLP acted as legal advisor for Old Second Bancorp, Inc. Daniel C. McKay, II and James W. Morrissey of Vedder Price P.C. acted as legal advisor for Bancorp Financial, Inc. Keefe, Bruyette & Woods, Inc. Investment Arm acted as financial advisor for Bancorp Financial, Inc.