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SECURITY AND EXCHANGE COMMISSION
Washington, DC 20549
REPORT IN PROGRESS
In accordance with section 13 or 15 (d) of the Securities Exchange Act of 1934
|Report date (Date of first reported event): August 19, 2021|
(Exact name of declarant as specified in its charter)
|(State or other jurisdiction of
|(Commission file number)||(IRS employer identification number)|
|8750 West Bryn Mawr Avenue, Suite 1300, Chicago, Illinois||60631|
|(Address of the main executive offices)||(Postal code)|
|Holder phone number, including area code: (708) 831-7483|
|(Old name or old address, if changed since the last report)|
Check the appropriate box below if the filing of Form 8-K is intended to simultaneously satisfy the filer’s filing obligation under any of the following provisions (see Policy Statement A.2. Below) :
|X||Written communications in accordance with Rule 425 of the Securities Act (17 CFR 230.425)|
|??||Solicitation of documents in accordance with Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)|
|??||Pre-launch communications in accordance with Rule 14d-2 (b) of the Exchange Act (17 CFR 240.14d-2 (b))|
|??||Pre-launch communications pursuant to Exchange Act Rule 13e-4 (c) (17 CFR 240.13e-4 (c))|
Securities registered under section 12 (b) of the Act:
|Title of each class:||Trade symbol||Name of each exchange on which registered:|
|Common shares, par value of $ 0.01||FMBI||The NASDAQ Stock Market|
|Custodian shares, each representing 1/40 of interest in a share of 7.000% of fixed rate perpetual non-cumulative preferred shares, Series A||FMBIP||The NASDAQ Stock Market|
|Custodian shares, each representing 1 / 40th of interest in a share of 7.000% of perpetual non-cumulative fixed rate preferred shares, Series C||FMBI||The NASDAQ Stock Market|
Indicate with a check mark whether the declarant is an emerging growth company within the meaning of rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging, growing company ??
If it is an emerging growth company, indicate with a check mark whether the declarant has chosen not to use the extended transition period to comply with the new financial or revised accounting standards provided for under Article 13 (a) of the Exchange Act. ??
On August 19, 2021, the Office of the Comptroller of the Currency approved the First Midwest Bank and Old National Bank merger request.
As previously announced, First Midwest Bancorp, Inc. (“First Midwest”) and Old National Bancorp (“Old National”) have entered into a merger agreement and plan (the “Merger Agreement”) pursuant to which First Midwest and Old National merge (the “Merger”). As a result of the Merger, First Midwest Bank, a wholly owned subsidiary of First Midwest, and Old National Bank, a wholly owned subsidiary of Old National, will amalgamate. The transaction is described in more detail in First Midwest’s current report on Form 8-K filed with the Securities and Exchange Commission on June 1, 2021.
Completion of the Merger remains subject to regulatory approval by the Board of Governors of Federal reserve system, approval by the shareholders of First Midwest and Old National at their respective shareholders’ meetings to be held on September 15, 2021 and the satisfaction of other customary closing conditions set out in the merger agreement. The Merger is currently expected to be finalized in the fourth quarter of 2021.
This current report on Form 8-K includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 concerning the financial condition, results of operations, business plans and future performance of First Midwest . In some cases, forward-looking statements can be identified by the use of words such as “could”, “could”, “will”, “should”, “should”, “could”, “expect”, ” plan “,” intention “,” anticipate “,” believe “,” estimate “,” prospect “,” foresee “,” predict “,” project “,” probable “,” potential “,” possible “,” target ” , “Continue,” “look ahead” or “assume” and words of similar importance. Since forward-looking statements relate to future results and events, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements are not historical facts or guarantees of future performance, but only express management’s beliefs regarding future results or events, many of which by their nature , are inherently uncertain and beyond the control role of management. It is possible that actual results and events will differ, perhaps materially, from the anticipated results or events indicated in these forward-looking statements. First Midwest cautions you not to place undue reliance on these statements. Forward-looking statements speak only as of the date they are posted, and First Midwest assumes no obligation to update any forward-looking statements.
Forward-looking statements may be deemed to include, but are not limited to, statements relating to the future financial performance of First Midwest, the performance of First Midwest’s loan or securities portfolio, the expected amount of future credit provisions or write-offs, delays in the completion of the First Midwest and Old National mergers, failure to obtain the necessary regulatory and shareholder approvals or to meet any of the other merger conditions in a timely manner or at all, the possibility that the expected benefits of the merger do not materialize when expected or not at all, corporate strategies or objectives, including the impact of certain actions and initiatives, anticipated trends in First Midwest’s business, regulatory developments, estimated synergies, cost savings costs and financial benefits of transactions, growth strategies, inability to save money s costs or revenue improvement or to implement integration plans and other consequences ass related to the proposed merger and the continued or potential effects of the COVID-19 pandemic and associated variants and mutations on First Midwest’s business, financial condition, liquidity, lending, asset quality and results of operations. These statements are subject to certain risks, uncertainties and assumptions, including the duration, extent and severity of the COVID-19 pandemic and associated variants and mutations, including continuing effects on business, operations and First Midwest employees, as well as the First Midwest Company. customers and service providers, and on economies and markets in general and other risks, uncertainties and assumptions that are discussed in the sections entitled “Risk Factors” and “Management’s Review and Analysis of Financial Position and results of operations ”in each of the First Midwest Annual Reports Report on Form 10-K for the year ended December 31, 2020, First Midwest’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 , and in subsequent filings of First Midwest filed with the Securities and Exchange Commission (“SEC”). These risks and uncertainties are not exhaustive and other sections of these reports describe additional factors that could adversely affect the business and financial performance of First Midwest.
Additional information and where to find it
In connection with the proposed transaction, Old National filed a registration statement on Form S-4 with the SEC on June 30, 2021. The registration statement includes a management proxy circular / joint prospectus from First Midwest and Old National, which was declared effective by the SEC on July 27, 2021. A copy of the Joint Proxy Circular / Final Prospectus has been sent to the shareholders of First Midwest and Old National to seek certain approvals related to the transaction proposed.
The information in this document does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of a vote or approval, and there will be no sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. FIRST MIDWEST AND OLD NATIONAL INVESTORS AND SECURITY HOLDERS AND THEIR RESPECTIVE AFFILIATES ARE INVITED TO READ THE STATEMENT OF REGISTRATION ON FORM S-4, JOINT STATEMENT OF ATTORNEY / PROSPECTUS TO BE INCLUDED IN THE DECLARATION. FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY CHANGES OR SUPPLEMENT TO THESE DOCUMENTS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST MIDWEST, OLD NATIONAL AND THE LAW PROPOSED TRANSACTION. Investors and security holders will be able to obtain a free copy of the registration statement, including the Management Proxy Circular / Joint Prospectus, as well as other relevant documents filed with the SEC containing information about First Midwest. and Old National, with the SEC. website (http://www.sec.gov). Copies of documents filed with the SEC by First Midwest will be available free of charge in the “Investor Relations” section of First Midwest’s website, https://firstmidwest.com/, under “SEC Filings”. Copies of documents filed with the SEC by Old National will be available free of charge in the “Investor Relations” section of Old National’s website, https://www.oldnational.com/, under the heading “Financial Information” .
Participants in the solicitation
First Midwest, Old National and certain of their respective directors and officers may be considered participants in the proxy solicitation with respect to the proposed transaction under the rules of the SEC. Information regarding the directors and officers of First Midwest is available in its final proxy statement, which was filed with the SEC on April 13, 2021, and in certain other documents filed by First Midwest with the SEC. Information regarding the directors and officers of Old National is available in its final proxy statement, which was filed with the SEC on March 8, 2021, and in certain other documents filed by Old National with the SEC. Further information regarding the participants in the proxy solicitation relating to the proposed transaction and a description of their direct and indirect interests, by title or otherwise, will be contained in the proxy circular / joint prospectus and other relevant documents. to be deposited with the second. Free copies of these documents, when available, can be obtained as described in the previous paragraph.
In accordance with the requirements of the Securities Exchange Act of 1934, the declarant has duly caused this report to be signed on his behalf by the undersigned, duly authorized.
|PREMIER MIDWEST BANCORP, INC.|
|Dated:||23 Aug 2021||Through:||/ s / Nicolas J. Chulos|
|Nicolas J. Chulos
Executive Vice-President, General Counsel and Corporate Secretary