Wintrust Financial Corporation Announces the Closing of the Acquisition of Community Financial Shares, Inc.

Rosemont, Illinois, UNITED STATES

ROSEMONT, Ill., July 24, 2015 (GLOBE NEWSWIRE) -- Wintrust Financial Corporation (“Wintrust”) (Nasdaq:WTFC) today announced the completion of its previously announced acquisition of Community Financial Shares, Inc. (“CFIS”) (OTC US:CFIS). CFIS was the parent company of Community Bank-Wheaton/Glen Ellyn (“CBWGE”), an Illinois-state chartered bank, which operated four banking locations in Wheaton and Glen Ellyn, Illinois. 

Since its formation in 1994, CBWGE has an exemplary history of serving its community. As of March 31, 2015 it had approximately $343 million in assets, approximately $182 million in loans and approximately $310 million in deposits. CBWGE’s approach to community-based customer service is similar to that at each of the fifteen Wintrust Community Banks and their more than 150 banking locations. 

Effective with the closing of the transaction, CBWGE’s locations will operate as branches of Wintrust’s subsidiary, Wheaton Bank & Trust Company, which now, as a result of the transaction, has six branch locations in the Wheaton and Glen Ellyn markets. Wintrust expects to combine three of the CBWGE branch offices with its existing branch offices during the second half of 2015.

Edward J. Wehmer, President and CEO of Wintrust, said, “This transaction allows us to expand and complement our existing market presence in the communities of Wheaton and Glen Ellyn, Illinois. The combined synergies that our two firms can realize in the local communities will provide CBWGE’s customers with top-notch service and an expanded array of products and services.” 

Donald H. Wilson, President and CEO of CBWGE, stated, “We are excited about the conclusion of the transaction and combining resources with Wintrust, a successful organization that is like-minded in its philosophy of offering highly personalized banking services and possesses the financial capabilities to support further expansion.” Mr. Wilson emphasized that, “The transaction allows us to continue focusing on serving our customers, while becoming part of a growing and dynamic force in Chicagoland banking.”

Terms of the Transaction

The aggregate purchase price was approximately $42.4 million. Shares of preferred stock of CFIS were converted to CFIS common stock immediately prior to the merger. Shares of CFIS common stock outstanding at the time of the merger were converted into the right to receive merger consideration paid in a combination of approximately 50% cash and 50% shares of Wintrust common stock.

The transaction is not expected to have a material effect on Wintrust’s 2015 earnings per share.


FIG Partners LLC acted as financial advisor to CFIS in the transaction. D.A. Davidson & Co. provided a fairness opinion to the Board of Directors of CFIS. Godfrey & Kahn, S.C. acted as CFIS’s legal advisor and Kilpatrick Townsend and Stockton, LLP acted as securities counsel. Schiff Hardin LLP served as outside counsel to Wintrust.

About Wintrust

Wintrust is a financial holding company with assets of approximately $21 billion whose common stock is traded on the NASDAQ Global Select Market. Built on the "HAVE IT ALL" model, Wintrust offers sophisticated technology and resources of a large bank while focusing on providing service-based community banking to each and every customer. Wintrust operates fifteen community bank subsidiaries with over 150 banking locations located in the greater Chicago and southern Wisconsin market areas. Additionally, the Company operates various non-bank business units including one of the largest commercial insurance premium finance companies operating in the United States and Canada, a company providing short-term accounts receivable financing and value-added out-sourced administrative services to the temporary staffing services industry, a business unit engaging primarily in the origination and purchase of residential mortgages for sale into the secondary market throughout the United States, and companies providing wealth management services.

Forward-Looking Information

This communication contains forward-looking statements within the meaning of the federal securities laws relating to the acquisition of Community Financial Shares, Inc. (“Community Financial Shares”) by Wintrust Financial Corporation (“Wintrust”) and integration of Community Financial Shares with Wintrust, the combination of their businesses and projected revenue, as well as profitability and earnings outlook. Investors and security holders are cautioned that such statements are predictions and actual events or results may differ materially. Expected financial results or other plans are subject to a number of risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” and the forward-looking statement disclosure contained in the Annual Report on Form 10-K for the most recently ended fiscal year and subsequent Quarterly Report on Form 10-Q of each of Wintrust and Community Financial Shares, as well as the proxy statement/prospectus described below. Forward-looking statements speak only as of the date made, and the parties undertake no duty to update the information.


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