Byline Bancorp, Inc. and First Security Bancorp, Inc. Announce Definitive Merger Agreement
The partnership will present a unique opportunity to combine two culturally aligned franchises by strengthening Byline’s position as the preeminent commercial bank in
First Security Bancorp, Inc., the parent company of First Security Trust and Savings Bank, is headquartered in
Roberto R. Herencia, Executive Chairman and Chief Executive Officer of Byline Bancorp, Inc., stated, “First Security Trust and Savings Bank is a highly respected financial institution that shares our core values of exceptional customer service and building lasting relationships within the communities we serve and call home. At Byline, our M&A strategy is centered on finding the right partners – those who align with our values and strengthen our presence in complementary markets.”
“We are pleased to add this high-quality and complimentary Chicagoland franchise through a partnership that aligns with our strategy of being the preeminent commercial bank in
Danny Wirtz, Chairman and Chief Executive Officer of First Security Bancorp, Inc., said, “By joining forces with Byline, we are aligning with a partner that shares our commitment to exceptional customer service, innovation and community focus. First Security Bancorp was founded on the principles of offering tailored products and services to meet our customers’ financial needs, and this partnership will further those principles. We believe Byline can leverage First Security’s strengths to drive continued growth in the
Transaction Details
Under the terms of the definitive merger agreement, at the closing of the transaction, Byline will issue 2.1794 shares of its common stock for each outstanding share of First Security Bancorp common stock, or approximately 1.5 million shares to First Security Bancorp common stockholders, subject to adjustment per the terms of the agreement. Based upon the closing price of Byline’s common stock of
The transaction has been approved unanimously by each company’s board of directors and is expected to close during the second quarter of 2025, and is subject to regulatory approvals, the approval of First Security Bancorp, Inc.’s stockholders, and the satisfaction of certain other closing conditions.
Stephens Inc. served as financial advisor to Byline, and Vedder Price P.C. served as Byline’s legal advisor. D.A. Davidson & Co. served as financial advisor to First Security Bancorp, and Barack Ferrazzano Kirschbaum & Nagelberg LLP served as First Security Bancorp’s legal advisor.
Presentation
A slide presentation relating to the transaction can be accessed on the “News and Events” page of Byline’s website at www.bylinebancorp.com.
About Byline Bancorp, Inc.
Headquartered in
About First Security Bancorp, Inc.
First Security Bancorp, Inc. is the parent company of First Security Trust and Savings Bank, a full service community bank that offers commercial and community banking services through its headquarters in
Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of the
Important Additional Information and Where to Find It
This communication is being made in respect of the proposed merger transaction involving Byline and First Security Bancorp. Byline intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement of First Security Bancorp and a prospectus of Byline, and Byline will file other documents regarding the proposed transaction with the SEC. A definitive proxy statement/prospectus will also be sent to First Security Bancorp stockholders seeking the required stockholder approval of the proposed transaction. Before making any voting or investment decision, investors and security holders of First Security Bancorp are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The documents filed by Byline with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed by Byline may be obtained free of charge at its website at http://www.bylinebancorp.com/Docs. Alternatively, these documents, when available, can be obtained free of charge from Byline upon written request to Byline Bancorp, Inc., Attn: Brooks Rennie, Head of Investor Relations, 180 North LaSalle Street, 3rd Floor,
Information regarding the interests of certain of First Security Bancorp’s directors and executive officers and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the registration statement on Form S-4 regarding the proposed transaction when it becomes available.
Participants in this Transaction
Byline, First Security Bancorp, their respective directors and executive officers and certain of their other members of management and employees may be deemed to be participants in the solicitation of proxies from First Security Bancorp stockholders in connection with the proposed transaction. Information about the directors and executive officers of Byline may be found in Byline’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 4, 2024 and in Byline’s proxy statement for its 2024 Annual Meeting of Stockholders, as filed with the SEC on April 22, 2024, copies of which can be obtained free of charge from Byline or from the SEC’s website as indicated above. To the extend the holdings of Byline’s securities by its directors and executive officers have changed since the amounts set forth in Byline’s proxy statement for its 2024 Annual Meeting of Stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. In addition, information about the directors and executive officers of Byline and First Security Bancorp and other persons who may be deemed participants in the transaction will be included in the proxy statement/prospectus and other relevant materials when filed with the SEC.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240930111527/en/
Contact For Byline Bancorp, Inc.:
Investors / Media:
Brooks Rennie
Head of Investor Relations
Byline Bank
(312) 660-5805
brennie@bylinebank.com
Contact For First Security Bancorp, Inc.:
Media:
Julia Sznewajs
Res Publica Group
(312) 755-3574
Source: Byline Bancorp, Inc.