Business Services Industry
White River Capital, Inc. Announces Signing of Definitive Agreement with First Chicago Bancorp
Business Wire, June 30, 2008
* First Chicago Bancorp is a Bank Holding Company With $1.2 Billion in Assets and Seven Branches in the Chicago Metropolitan Area
INDIANAPOLIS & ITASCA, Ill. -- White River Capital, Inc. (AMEX: RVR) ("White River") and First Chicago Bancorp ("First Chicago") today announced the signing of a definitive agreement and plan of merger pursuant to which First Chicago will merge into White River. Terms of the agreement call for shareholders of First Chicago to receive one share of White River common stock for each two shares of First Chicago common stock. Subject to approval from the American Stock Exchange ("Amex") and the U.S. Securities and Exchange Commission ("SEC") declaring effective White River's registration statement covering the common stock issued to First Chicago's shareholders in the merger, the common stock issued to First Chicago shareholders will trade on the Amex. Additional terms of the merger include:
* Issuance of 6.14 million White River common shares to First Chicago shareholders, giving them 61.2% of the total shares of White River following the merger (1-for-2 exchange ratio).
* The board of directors of the surviving company will consist of nine current members of the First Chicago board, as well as Thomas C. Heagy and Daniel W. Porter from White River's board of directors, and J. Mikesell Thomas, the former Chief Executive Officer of the Federal Home Loan Bank of Chicago. John W. Rose currently serves on the boards of directors of both companies and will remain a board member post closing.
* William J. Ruh will become Chairman and Chief Executive Officer of the combined company. John G. Eck will remain President of First Chicago Bank & Trust, the bank subsidiary of the First Chicago. William E. McKnight will remain President of Coastal Credit LLC ("Coastal Credit"), White River's operating subsidiary.
* Coastal Credit will become a subsidiary of First Chicago Bank & Trust.
* Upon closing, White River will change its name to First Chicago Bancorp.
White River's Chairman and Chief Executive Officer John Eggemeyer stated, "We are pleased to have reached this agreement with First Chicago. Integrating into a larger organization will support our growth objectives for Coastal Credit. Most importantly we intend that the combination will provide Coastal Credit with more permanent funding at lower cost. We are happy to present our shareholders with this opportunity to realize additional value on their investment."
William Ruh, Chairman and Chief Executive Officer of First Chicago commented, "This unique transaction that combines our companies will provide First Chicago Bank & Trust with an opportunity to diversify its portfolio by adding a higher yield asset class managed by an exceptionally experienced and proven team. Further, this merger provides flexibility to First Chicago given the significant accretion to its tangible book value while affording our shareholders the opportunity to convert their shares to publicly registered stock. We look forward to working with the White River team to build value for all shareholders."
Completion of the transaction is subject to certain conditions, including approvals by both White River's and First Chicago's shareholders and bank regulatory authorities, and other customary closing conditions. The transaction is expected to close in the fourth quarter of 2008.
ABOUT FIRST CHICAGO
First Chicago Bancorp is a privately held bank holding company based in Itasca, Illinois. The company operates through its bank subsidiary, First Chicago Bank & Trust, with seven branches and $1.2 billion in assets. First Chicago Bank & Trust provides commercial banking services, including real estate, construction and commercial loans, primarily to individuals and small and medium-sized businesses located in the Chicagoland area.
The following is First Chicago's unaudited condensed consolidated balance sheet as of March 31, 2008 and its unaudited condensed consolidated statement of income for the quarter ending March 31, 2008. Additional information about First Chicago is available at www.fdic.gov.
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ABOUT WHITE RIVER, COASTAL CREDIT AND UAC
Founded in 2004, White River is the holding company for Coastal Credit LLC and Union Acceptance Company LLC.
Coastal Credit LLC is a specialized auto finance company, headquartered in Virginia Beach, Virginia, engaged in acquiring sub-prime auto receivables from both franchised and independent automobile dealers which have entered into contracts with purchasers of typically used, but some new, cars and light trucks. Coastal Credit then services the receivables it acquires. Coastal Credit commenced operations in Virginia in 1987 and conducts business in 20 states - Alaska, Arizona, California, Colorado, Delaware, Florida, Georgia, Hawaii, Louisiana, Maryland, Mississippi, Nevada, North Carolina, Ohio, Oklahoma, Pennsylvania, Tennessee, Texas, Virginia and Washington - through its 17 branch locations. The Coastal Credit receivables portfolio, net of unearned finance charges, was $96.9 million at March 31, 2008.
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