Acquisition Activity |
9 Months Ended | |
|---|---|---|
Sep. 30, 2018 | ||
| Business Combinations [Abstract] | ||
| Business Combination Disclosure [Text Block] |
Note 3 - Acquisition Activity On July 26, 2018 , the Bancorp completed its previously announced acquisition of First Personal Financial Corp., a Delaware corporation (“First Personal”) pursuant to an Agreement and Plan of Merger dated February 20, 2018 (the “First Personal Merger Agreement”) between NWIN and First Personal. Pursuant to the terms of the First Personal Merger Agreement, First Personal merged with and into NWIN, with NWIN as the surviving corporation (the “First Personal Merger”). 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 Peoples Bank SB (“Peoples Bank”), with Peoples Bank as the surviving bank. In connection with the First Personal Merger, each First Personal stockholder holding 100 or more shares of First Personal common stock received fixed consideration of (i) 0.1246 shares of NWIN common stock, and (ii) $ 6.67 per share in cash for each outstanding share of First Personal’s common stock. Stockholders holding less than 100 shares of First Personal common stock received $ 12.12 in cash and no stock consideration for each outstanding share of First Personal common stock. Any fractional shares of NWIN 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 $ 42.95 . NWIN issued a total of 161,875 shares of NWIN common stock to the former First Personal stockholders, and paid cash consideration of approximately $ 8.7 million. Based upon the closing price of NWIN common stock on July 25, 2018 , the transaction had an implied valuation of approximately $ 15.6 million. As of the closing date of the First Personal Merger, First Personal reported total assets of $ 138.9 million, total loans of $ 98.0 million, and total deposits of $ 125.1 million. Additionally, upon the closing of the merger the three former First Personal Bank branches in Cook County, Illinois became branches of Peoples Bank, thereby expanding the Peoples Bank branch network into Illinois. Consideration paid for the First Personal acquisition included $ 8.7 million of cash and the issuance of $6.9 million of NWIN stock in exchange for First Personal common stock. Based on preliminary valuations of the fair value of tangible and intangible assets acquired and liabilities assumed, which are based on assumptions that are subject to change, the First Personal acquisition added assets with fair values of $ 140.5 94.6 $
130.3 $
124.9 of $
5.4 million. Final estimates of fair value on the date of acquisition have not been yet. Prior to the end of the one 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. On July 30, 2018 , NorthWest Indiana Bancorp entered into an Agreement and Plan of Merger (the “AJSB Merger Agreement”) with AJS Bancorp, Inc., a Maryland corporation (“AJSB”). Pursuant to the AJSB Merger Agreement, AJSB will merge with and into NWIN, with NWIN as the surviving corporation (the “AJSB Merger”). Simultaneously with the AJSB Merger, A.J. Smith Federal Savings Bank, a federally chartered savings bank and wholly-owned subsidiary of AJSB (“ AJS Bank”), will merge with and into Peoples Bank SB, with Peoples Bank as the surviving bank. The boards of directors of each of NWIN and AJSB have approved the AJSB Merger and the AJSB Merger Agreement. Subject to the approval of the AJSB Merger by AJSB’s stockholders, regulatory approvals, and other customary closing conditions, the parties anticipate completing the AJSB Merger early in the first quarter of 2019 . Upon completion of the AJSB Merger, each AJSB stockholder who holds 100 or more shares of AJSB common stock will have the right to receive fixed consideration of (i) 0.2030 shares of NWIN common stock, and (ii) $ 7.20 per share in cash for each outstanding share of AJSB’s common stock, subject to adjustment as provided in the AJSB Merger Agreement. Stockholders holding less than 100 shares of AJSB common stock will have the right to receive $ 16.00 in cash and no stock consideration for each outstanding share of AJSB common stock. AJSB has a home office and two branch offices in Cook County, Illinois. As of September 30, 2018, AJS Bank reported total assets of $
182.9 million, total loans of $ 96.8 million, and total deposits of $ 153.5 million. The combined bank is expected to have approximately $ 1.3 billion in total assets, $ 839.0 million in total loans, and $ 1.1 billion in deposits. The acquisition will further expand the Bank’s banking center network in Cook County, Illinois. |