Centrue Financial (AMEX:CFF)
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Centrue Financial Corporation Announces Plans to Acquire Illinois
Community Bancorp, Inc.
KANKAKEE, Ill., Dec. 31 /PRNewswire-FirstCall/ -- Centrue Financial
Corporation (AMEX:CFF), today announced the proposed acquisition of Illinois
Community Bancorp, Inc. in Effingham, Illinois. The combined organization will
have approximately $640 million in total assets based upon September 30, 2004
financials. Centrue Financial will acquire Illinois Community Bancorp, Inc.
and its subsidiary, Illinois Community Bank in a transaction valued at
approximately $3.3 million. The merger is expected to close in the second
quarter of 2005.
"We are extremely pleased to welcome Illinois Community Bank as the newest
member of the Centrue Financial organization. We look forward to serving the
Effingham community and are excited to significantly expand our presence in
downstate Illinois," said Michael A. Griffith, Chairman of Centrue Financial.
Thomas A. Daiber, President and CEO of Centrue Financial, added "Illinois
Community Bank is an excellent bridge between our Champaign-Urbana region and
Metro East St. Louis region. We are also excited to have Roger Dotson, a
proven leader, join us as President of Centrue Financial's new Southeastern
region. He joins our team of Regional Bank Presidents who are empowered to
operate their banking franchises independently and who utilize their strong
commercial banking experience as leaders in their markets."
"We look forward to joining an organization with the values and momentum of
Centrue Financial," said Roger D. Dotson, Chief Executive Officer and President
of Illinois Community Bancorp. "Since its merger with Aviston in the fall of
2003, Centrue Financial's management has aggressively pursued its strategy to
become the premier financial institution in Central Illinois. We are happy to
become part of the Centrue Financial family."
"We are especially pleased to be able to offer new deposit, loan and financial
products and services as well as expanded banking hours to our Illinois
Community Bank customers. They will also benefit from being able to conduct
their banking business with any of the nineteen existing Centrue Bank offices
as well as having access to an expanded ATM network located throughout Central
Illinois."
Centrue Financial will acquire all of Illinois Community Bancorp's issued and
outstanding shares of common stock. Under the terms of the agreement, Illinois
Community Bancorp shareholders will receive consideration of $7.33 per share
for their shares of Illinois Community Bancorp stock payable as each
shareholder may elect in either cash, shares of Centrue Financial common stock
or a combination of both. Elections will be subject to allocation procedures
that are intended to ensure that half of the Illinois Community Bancorp common
stock outstanding immediately prior to consummation of the transaction will be
converted to Centrue Financial common stock and the other half will be
converted into the right the receive cash. Based upon Centrue Financial's
closing price of $28.07 on December 29, 2004, approximately 59,000 shares of
Centrue Financial common stock will be issued in the transaction, which will
bring the total number of Centrue Financial shares of common stock outstanding
to approximately 2.4 million shares. The transaction is subject to necessary
regulatory approvals, as well as the approval of the shareholders of Illinois
Community Bancorp.
Centrue Financial will be filing a registration statement on Form S-4 and other
relevant documents concerning the merger, including a proxy statement for use
in connection with a special meeting of Illinois Community Bancorp shareholders
that will be held to approve the merger, with the Securities and Exchange
Commission. ILLINOIS COMMUNITY BANCORP SHAREHOLDERS ARE URGED TO READ THESE
IMPORTANT MATERIALS AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY BEFORE MAKING
ANY DECISION CONCERNING THE MERGER. These documents will also be available
free of charge at the SEC's website, http://www.sec.gov/. In addition,
documents filed with the SEC by Centrue Financial will be available free of
charge from its Corporate Secretary at 310 S. Schuyler Ave., Kankakee, Illinois
60910, telephone 815-937-2800 and documents for Illinois Community Bancorp
shareholders will be available free of charge from its Corporate Secretary at
1300 North Keller Drive, Effingham, Illinois 62401, telephone 217-347-7127.
Centrue Financial Corporation and Centrue Bank are headquartered in Kankakee,
Illinois, which is 60 miles south of downtown Chicago. The Bank operates
nineteen locations in eight counties ranging from northeast Illinois to the
metropolitan St. Louis area. Centrue Bank has total assets of over $600
million and 168 employees on a full time equivalent basis.
SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 with respect to a merger
transaction between Centrue Financial and Illinois Community Bancorp and the
integration of Illinois Community Bank with Centrue Bank, the combination of
their business, and the projected revenue, financial condition, results of
operations, plans, objectives, future performance and business of the combined
company. Forward-looking statements, which may be based upon beliefs,
expectations and assumptions of Centrue Financial's and Illinois Community
Bancorp's management and on information currently available to management, are
generally identifiable by the use of words such as "believe," "expect,"
"anticipate," "plan," "intend," "estimate," "may," "will," "would," "could,"
"should" or other similar expressions. Additionally, all statements in this
document, including forward-looking statements, speak only as of the date they
are made, and Centrue Financial undertakes no obligation to update any
statement in light of new information or future events.
A number of factors, many of which are beyond the ability of Centrue Financial
and Illinois Community Bancorp to control or predict, could cause actual
results to differ materially from those in its forward-looking statements.
These factors include, among others, the following: (I) the strength of the
local and national economy; (ii) the economic impact of any future terrorist
threats and attacks, and the response of the United States to any such threats
and attacks; (iii) changes in state and federal laws, regulations and
governmental policies concerning Centrue Financial's general business; (iv)
changes in interest rates and prepayment rates of Centrue Financial's assets:
(v) increased competition in the financial services sector and the inability to
attract new customers; (vi) changes in technology and the ability to develop
and maintain secure and reliable electronic systems; (vii) the loss of key
executives or employees; (viii) changes in consumer spending; (ix) unexpected
results of acquisitions; (x) unexpected outcomes of existing or new litigation
involving Centrue Financial; and (xi) changes in accounting policies and
practices. These risks and uncertainties should be considered in evaluating
forward-looking statements and undue reliance should not be placed on such
statements. Additional information concerning Centrue Financial and its
business, including additional factors that could materially affect Centrue
Financial's financial results, is included in Centrue Financial's filings with
the Securities and Exchange Commission.
DATASOURCE: Centrue Financial Corporation
CONTACT: James M. Lindstrom, Chief Financial Officer of Centrue
Financial Corporation, +1-815-937-4440, or fax, +1-815-937-3674
Web site: http://www.kfs-bank.com/