Filed by Wintrust Financial Corporation
(Commission File No. 0-21923)
pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: Advantage National Bancorp, Inc.
ON JULY 2, 2003, WINTRUST FINANCIAL CORPORATION ISSUED THE FOLLOWING
PRESS RELEASE:
[WINTRUST FINANCIAL CORPORATION LETTERHEAD]
FOR IMMEDIATE RELEASE
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July 2, 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
Gary E. Umlauf, President/CEO - Advantage National Bancorp, Inc., (847) 364-0100
WINTRUST FINANCIAL CORPORATION ANNOUNCES PLANS TO
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ACQUIRE ADVANTAGE NATIONAL 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
Advantage National Bancorp, Inc. ("Advantage") in a stock merger transaction.
Advantage is the parent company of Advantage National Bank that has locations in
Elk Grove Village and Roselle, Illinois.
Advantage National Bank is a de novo bank that began operations in
January, 2001 and had total assets of approximately $104 million as of March 31,
2003. Subsequent to the merger, Advantage National Bank will continue to operate
as a separately chartered bank subsidiary of Wintrust.
"This transaction is a wonderful match for both companies," stated
Edward J. Wehmer, President and CEO of Wintrust. "We are partnering with a
company that shares our commitment to community banking predicated on customer
service. The merger allows Wintrust to expand into the desirable northwest
Chicago metropolitan area with a bank that has a terrific operating culture,
outstanding growth and profit potential, and a dedicated board of directors and
management team. We expect a very smooth transition. Our plans call for all of
the senior officers to stay on and manage the operations of the bank."
He added: "We have achieved our success to date through our commitment to the de
novo approach to growth, and this acquisition is consistent with that
philosophy. We gain a two-year head start in a market that we believe is
desirable by building on the strength of a successful de novo institution and
partnering with a management team already dedicated to this market. We will
continue to charter new de novo banks in the future and will also welcome other
opportunities like this."
"We are excited that our success to date as a customer service driven
community bank has given us the unique opportunity to combine resources with
Wintrust," said Gary Umlauf, Advantage Bank's President. He also noted that the
clients' interests always come first in both firms and both organizations share
a common market philosophy of community banking. He stated: "Our customers have
benefited from a very special relationship with our staff and board of directors
and we don't see any of that changing. It will be business as usual but with a
wider range of products and services through the strength Wintrust can offer.
Wintrust is also a strong source of additional capital to support our future
growth. We clearly see benefits for our customers, shareholders and employees
and we are proud to join Wintrust's dynamic management team."
TERMS OF THE TRANSACTION
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In the merger, each share of Advantage common stock outstanding will be
valued at $26.50 and 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. At June 30, 2003, Advantage had
outstanding 729,386 shares of common stock and warrants to acquire approximately
189,614 shares of common stock at an exercise price of $15.00 per share.
Assuming all of these shares are outstanding on the closing date and converted
to Wintrust common stock in the merger, the aggregate purchase price would be
approximately $24.4 million, or approximately two times the current book value
of Advantage adjusted for the warrant exercises. Under the agreement, any
warrants not exercised prior to the closing date will be cashed out based on the
$26.50 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, Advantage's
shareholders and certain closing conditions. The transaction is expected to
close early 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 $3.9 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 out-sourced 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
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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 Advantage National 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 Advantage
or higher than expected operational costs, unanticipated departures of senior
officers of Advantage or loss of other key personnel, changes in economic
conditions, unanticipated changes in interest rates that negatively impact
growth, 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 Advantage's business or
unanticipated business declines. 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 Wintrust's business that should
be considered in evaluating "forward-looking statements."
ADDITIONAL INFORMATION
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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 Advantage National Bancorp, Inc. seeking their
approval of the proposed transaction.
Shareholders of Advantage 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
Advantage National Bancorp, Inc., Attn: President, 75 East Turner Avenue, Elk
Grove Village, Illinois 60007 or by calling (847) 364-0100.
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