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. Acquisition costs incurred in 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 the valuations of the fair value of tangible and intangible assets acquired and liabilities assumed, 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