First Federal Bancshares (NASDAQ:FFBI)
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Heartland Bancorp, Inc., parent company of Heartland Bank and Trust
Company, and First Federal Bancshares, Inc. (NASDAQ:FFBI), parent
company of First Federal Bank, announced today that they have
signed a definitive merger agreement that provides for the acquisition
by Heartland Bancorp of First Federal Bancshares.
Under the terms of the merger agreement, stockholders of First Federal
Bancshares will receive $23.00 in cash for each share of First Federal
Bancshares common stock.
“Heartland has a long history of serving
central Illinois,” said Fred L. Drake,
Heartland’s President and Chief Executive
Officer. “The acquisition of First Federal
represents a logical expansion of our market area and a good long term
investment for our company. First Federal has a solid customer base and
a very good management team. We believe that First Federal customers
will benefit from our introduction of additional products and services,
including trust and farm management services, after the transaction is
completed.
“We intend to operate First Federal as a
separate subsidiary of our company for some period of time,”
added Mr. Drake. “Additionally, we plan to
continue operating all First Federal branches. Most importantly, First
Federal will continue to have strong local management that is focused on
serving the communities in its market area.”
James Stebor, President and Chief Executive Officer of First Federal,
who has been with First Federal for nearly 30 years, said, “Heartland
Bancorp is a very strong company, committed to providing quality banking
services for families and businesses in its local communities. As we
considered our strategic alternatives, we found Heartland’s
approach to community banking to be consistent with First Federal’s.
I am looking forward to continuing to build our bank with the additional
resources and support that Heartland will make available.”
The transaction is subject to regulatory approvals as well as the
approval of First Federal Bancshares’
stockholders and is contingent on the satisfaction of other customary
conditions. The parties expect the transaction to be completed during
the first quarter of 2007.
Upon completion of the transaction, Heartland Bancorp will have 31
banking offices, with projected total assets of approximately $1.25
billion and total deposits of approximately $1.15 billion.
In connection with the transaction, Keefe, Bruyette & Woods acted as
financial advisor to First Federal Bancshares. Heartland Bancorp was
represented by Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLP and
First Federal Bancshares was represented by Muldoon Murphy & Aguggia LLP.
About the Companies
Heartland Bancorp, Inc. is a privately held bank holding company, based
in Bloomington, Illinois. Heartland has 23 branches in the following 12
communities in the Central Illinois area: Bloomington-Normal; Champaign;
Peoria; Washington; Pekin; Germantown Hills; Eureka; El Paso; Carlock;
Chenoa; Gibson City; and Lexington.
First Federal Bancshares, Inc. is headquartered in Colchester, Illinois
with four additional full-service west-central Illinois branches located
in Quincy (2), Macomb, and Bushnell, and three additional full-service
northeastern Missouri branches located in Palmyra, Canton, and Kahoka.
Safe Harbor Statement under the Private Securities Litigation Reform
Act of 1995
This press release contains forward-looking statements within the
meaning of such term in the Private Securities Litigation Reform Act of
1995. Forward-looking statements, which may be based upon beliefs,
expectations and assumptions of 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 First Federal Bancshares 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 First Federal
Bancshares to control or predict, could cause actual results to differ
materially from those in its forward-looking statements, including,
among others, the ability to obtain regulatory and shareholder
approvals, and to satisfy the conditions, necessary to consummate the
transaction contemplated in the merger agreement with Heartland Bancorp,
difficulties in integrating Heartland Bancorp and First Federal
Bancshares, increased competitive pressures, changes in the interest
rate environment, changes in general economic and political conditions,
legislative and regulatory changes that adversely affect the business in
which Heartland Bancorp and First Federal Bancshares are engaged, and
changes in the securities markets and other risk factors disclosed from
time to time in First Federal Bancshares’
filings with the Securities and Exchange Commission and the inability of
First Federal Bancshares to manage the risks associated with the
foregoing as well as anticipated. 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 First Federal Bancshares and its business, including
additional factors that could materially affect First Federal Bancshares’
financial results, is included in First Federal Bancshares’
filings with the Securities and Exchange Commission.
Additional Information and Where to Find It
In connection with the proposed transaction, First Federal Bancshares
expects to file a proxy statement regarding the proposed transaction
with the Securities and Exchange Commission (“SEC”).
Stockholders are urged to read the proxy statement because it will
contain important information about First Federal Bancshares and the
proposed transaction. When available, copies of this proxy statement
will be mailed to First Federal Bancshares’
stockholders. In addition, stockholders will be able to obtain a free
copy of the definitive proxy statement and other documents filed by
First Federal Bancshares with the SEC at the SEC's website at www.sec.gov.
The definitive proxy statement and other relevant documents will also be
available, free of charge, from First Federal Bancshares by directing
such request to First Federal Bancshares, Inc., Attention: Corporate
Secretary, 109 East Depot Street, Colchester, Illinois 62326, telephone
number: (309) 776-3225. Shareholders are urged to read the proxy
statement and other relevant material when they become available before
making any voting decisions with respect to the transaction.
First Federal Bancshares and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
stockholders of First Federal Bancshares in connection with the
transaction. Information about First Federal Bancshares and its
directors and executive officers, and their ownership of First Federal
Bancshares common stock, is set forth in the proxy statement for First
Federal Bancshares’ Annual Meeting of
Stockholders, which was filed with the SEC on April 18, 2006. Additional
information regarding the interests of those persons may be obtained by
reading the proxy statement when it becomes available.
Heartland Bancorp, Inc., parent company of Heartland Bank and
Trust Company, and First Federal Bancshares, Inc. (NASDAQ:FFBI),
parent company of First Federal Bank, announced today that they have
signed a definitive merger agreement that provides for the acquisition
by Heartland Bancorp of First Federal Bancshares.
Under the terms of the merger agreement, stockholders of First
Federal Bancshares will receive $23.00 in cash for each share of First
Federal Bancshares common stock.
"Heartland has a long history of serving central Illinois," said
Fred L. Drake, Heartland's President and Chief Executive Officer. "The
acquisition of First Federal represents a logical expansion of our
market area and a good long term investment for our company. First
Federal has a solid customer base and a very good management team. We
believe that First Federal customers will benefit from our
introduction of additional products and services, including trust and
farm management services, after the transaction is completed.
"We intend to operate First Federal as a separate subsidiary of
our company for some period of time," added Mr. Drake. "Additionally,
we plan to continue operating all First Federal branches. Most
importantly, First Federal will continue to have strong local
management that is focused on serving the communities in its market
area."
James Stebor, President and Chief Executive Officer of First
Federal, who has been with First Federal for nearly 30 years, said,
"Heartland Bancorp is a very strong company, committed to providing
quality banking services for families and businesses in its local
communities. As we considered our strategic alternatives, we found
Heartland's approach to community banking to be consistent with First
Federal's. I am looking forward to continuing to build our bank with
the additional resources and support that Heartland will make
available."
The transaction is subject to regulatory approvals as well as the
approval of First Federal Bancshares' stockholders and is contingent
on the satisfaction of other customary conditions. The parties expect
the transaction to be completed during the first quarter of 2007.
Upon completion of the transaction, Heartland Bancorp will have 31
banking offices, with projected total assets of approximately $1.25
billion and total deposits of approximately $1.15 billion.
In connection with the transaction, Keefe, Bruyette & Woods acted
as financial advisor to First Federal Bancshares. Heartland Bancorp
was represented by Barack Ferrazzano Kirschbaum Perlman & Nagelberg
LLP and First Federal Bancshares was represented by Muldoon Murphy &
Aguggia LLP.
About the Companies
Heartland Bancorp, Inc. is a privately held bank holding company,
based in Bloomington, Illinois. Heartland has 23 branches in the
following 12 communities in the Central Illinois area:
Bloomington-Normal; Champaign; Peoria; Washington; Pekin; Germantown
Hills; Eureka; El Paso; Carlock; Chenoa; Gibson City; and Lexington.
First Federal Bancshares, Inc. is headquartered in Colchester,
Illinois with four additional full-service west-central Illinois
branches located in Quincy (2), Macomb, and Bushnell, and three
additional full-service northeastern Missouri branches located in
Palmyra, Canton, and Kahoka.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995
This press release contains forward-looking statements within the
meaning of such term in the Private Securities Litigation Reform Act
of 1995. Forward-looking statements, which may be based upon beliefs,
expectations and assumptions of 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 First Federal Bancshares 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 First Federal Bancshares to control or predict, could cause
actual results to differ materially from those in its forward-looking
statements, including, among others, the ability to obtain regulatory
and shareholder approvals, and to satisfy the conditions, necessary to
consummate the transaction contemplated in the merger agreement with
Heartland Bancorp, difficulties in integrating Heartland Bancorp and
First Federal Bancshares, increased competitive pressures, changes in
the interest rate environment, changes in general economic and
political conditions, legislative and regulatory changes that
adversely affect the business in which Heartland Bancorp and First
Federal Bancshares are engaged, and changes in the securities markets
and other risk factors disclosed from time to time in First Federal
Bancshares' filings with the Securities and Exchange Commission and
the inability of First Federal Bancshares to manage the risks
associated with the foregoing as well as anticipated. 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 First Federal Bancshares and its
business, including additional factors that could materially affect
First Federal Bancshares' financial results, is included in First
Federal Bancshares' filings with the Securities and Exchange
Commission.
Additional Information and Where to Find It
In connection with the proposed transaction, First Federal
Bancshares expects to file a proxy statement regarding the proposed
transaction with the Securities and Exchange Commission ("SEC").
Stockholders are urged to read the proxy statement because it will
contain important information about First Federal Bancshares and the
proposed transaction. When available, copies of this proxy statement
will be mailed to First Federal Bancshares' stockholders. In addition,
stockholders will be able to obtain a free copy of the definitive
proxy statement and other documents filed by First Federal Bancshares
with the SEC at the SEC's website at www.sec.gov. The definitive proxy
statement and other relevant documents will also be available, free of
charge, from First Federal Bancshares by directing such request to
First Federal Bancshares, Inc., Attention: Corporate Secretary, 109
East Depot Street, Colchester, Illinois 62326, telephone number: (309)
776-3225. Shareholders are urged to read the proxy statement and other
relevant material when they become available before making any voting
decisions with respect to the transaction.
First Federal Bancshares and its directors and executive officers
may be deemed to be participants in the solicitation of proxies from
the stockholders of First Federal Bancshares in connection with the
transaction. Information about First Federal Bancshares and its
directors and executive officers, and their ownership of First Federal
Bancshares common stock, is set forth in the proxy statement for First
Federal Bancshares' Annual Meeting of Stockholders, which was filed
with the SEC on April 18, 2006. Additional information regarding the
interests of those persons may be obtained by reading the proxy
statement when it becomes available.