On the Bancorp completed its acquisition of First Personal Financial Corp., a Delaware corporation (“First Personal”), pursuant to an Agreement and Plan of Merger dated between the Bancorp and First Personal (the “First Personal Merger Agreement”). Pursuant to the terms of the First Personal Merger Agreement, First Personal merged with and into the Bancorp, with the Bancorp as the surviving corporation. Simultaneous with the First Personal Merger, First Personal Bank, an Illinois state chartered commercial bank and wholly-owned subsidiary of First Personal, merged with and into the Bank, with the Bank as the surviving institution.

 

In connection with the First Personal Merger, each First Personal stockholder holding or more shares of First Personal common stock received fixed consideration of (i) shares of Bancorp common stock, and (ii) per share in cash for each outstanding share of First Personal common stock. Stockholders holding less than shares of First Personal common stock received in cash and stock consideration for each outstanding share of First Personal common stock. Any fractional shares of Bancorp common stock that a First Personal stockholder would have otherwise received in the First Personal Merger were cashed out in the amount of such fraction multiplied by

 

The Bancorp issued a total of approximately shares of Bancorp common stock to the former First Personal stockholders, and paid cash consideration of approximately million. Based upon the closing price of Bancorp’s common stock on the transaction had an implied valuation of approximately million. The acquisition costs related to the First Personal Merger equaled approximately million. The acquisition represented the Bank’s expansion into the South Suburban Chicagoland market, and expanded the Bank’s full-service retail banking network to banking centers. Additionally, upon the closing of the merger the former First Personal Bank branches in Cook County, Illinois became branches of Peoples Bank, thereby expanding the Peoples Bank branch network into Illinois.

 

Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets based on their current estimated fair values on the date of the acquisition. Based on the valuations of the fair value of tangible and intangible assets acquired and liabilities assumed, which are based on estimates and assumptions that are subject to change, the final purchase price for the First Personal acquisition is allocated as follows:

 

ASSETS
Cash and due from banks		$	30,178
Investment securities, available for sale			2
Commercial			53,026
Residential mortgage			32,542
Consumer			9,004
Total Loans			94,572
Premises and equipment, net			5,799
FHLB stock			219
Goodwill			5,437
Core deposit intangible			3,044
Interest receivable			274
Other assets			6,405
Total assets purchased		$	145,930
Common shares issued			6,928
Cash paid			8,689
Total purchase price		$	15,617
LIABILITIES
Deposits
Non-interest bearing		$	14,517
NOW accounts			22,177
Savings and money market			41,852
Certificates of deposits			46,355
Total Deposits			124,901
Borrowings			4,124
Interest payable			32
Other liabilities			1,256
Total liabilities assumed		$	130,313

 

As part of the First Personal merger, the Bancorp acquired First Personal Statutory Trust I. NWIN guaranteed the payment of distributions on the trust preferred securities issued by First Personal Statutory Trust I. First Personal Statutory Trust I issued million in trust preferred securities in The trust preferred securities carried a variable rate of interest priced at the -month LIBOR plus basis points, payable quarterly and due to mature on Management of the Bancorp determined that the continued maintenance of the trust preferred securities issued by First Personal Statutory Trust I and the corresponding junior subordinated debentures was unnecessary to the Bancorp’s ongoing operations. As a result, the Bancorp’s board of directors approved the redemption of the junior subordinated debentures, which resulted in the trustee of the First Personal Statutory Trust I redeeming all million of the trust preferred securities as of

 

On the Bancorp completed its previously announced acquisition of AJS Bancorp, Inc., a Maryland corporation (“AJSB”), pursuant to an Agreement and Plan of Merger dated between the Bancorp and AJSB (the “AJSB Merger Agreement”). Pursuant to the terms of the AJSB Merger Agreement, AJSB merged with and into NWIN, with NWIN as the surviving corporation. Simultaneously with the AJSB Merger, A.J. Smith Federal Savings Bank, a federally chartered savings bank and wholly-owned subsidiary of AJSB, merged with and into Peoples Bank SB, with Peoples Bank as the surviving bank.

 

In connection with the AJSB Merger, each AJSB stockholder holding or more shares of AJSB common stock received fixed consideration of (i) shares of NWIN common stock, and (ii) per share in cash for each outstanding share of AJSB’s common stock. Stockholders holding less than shares of AJSB common stock received in cash and stock consideration for each outstanding share of AJSB common stock. Any fractional shares of NWIN common stock that an AJSB stockholder would have otherwise received in the AJSB Merger were cashed out in the amount of such fraction multiplied by

 

The Bancorp issued shares of Bancorp common stock to the former AJSB stockholders, and paid cash consideration of approximately million. Based upon the closing price of NWIN’s common stock on the transaction had an implied valuation of approximately million, which includes unallocated shares held by the AJSB Employee Stock Ownership Plan (“ESOP”), some of which were cancelled in connection with the closing to satisfy the ESOP’s outstanding loan balance. As of acquisition costs related to the AJSB Merger were approximately million. The acquisition further expanded the Bank’s banking center network in Cook County, Illinois, expanding the Bank’s full-service retail banking network to banking centers.

 

Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets based on their current estimated fair values on the date of the acquisition. Based on preliminary valuations of the fair value of tangible and intangible assets acquired and liabilities assumed, which are based on estimates and assumptions that are subject to change, the final purchase price for the AJSB acquisition is allocated as follows:

 

ASSETS
Cash and due from banks		$	68,303
Investment securities, available for sale			3,432
Commercial			712
Residential mortgage			85,635
Multifamily			1,442
Consumer			57
Total Loans			87,846
Premises and equipment, net			3,542
FHLB stock			512
Goodwill			2,939
Core deposit intangible			2,917
Interest receivable			351
Other assets			8,939
Total assets purchased		$	178,781
Common shares issued			17,492
Cash paid			15,743
Total purchase price		$	33,235
LIABILITIES
Deposits
Non-interest bearing		$	24,502
NOW accounts			10,712
Savings and money market			68,875
Certificates of deposits			40,137
Total Deposits			144,226
Interest payable			50
Other liabilities			1,270
Total liabilities assumed		$	145,546

 

Final estimates of fair value on the date of acquisition have been finalized yet. Prior to the end of the year measurement period for finalizing the purchase price allocation, if information becomes available which would indicate adjustments are required to the purchase price allocation, such adjustments will be included in the purchase price allocation prospectively. If any adjustments are made to the preliminary assumptions (provisional amounts), disclosures will be made in the notes to the financial statements of the amounts recorded in the current period earnings by line item that have been recorded in previous reporting periods if the adjustments to the provisional amounts had been recognized as of the acquisition date.