** Update July 31, 2024 - MCBC to merge overnight with WTFC. MCBC shareholders to receive 0.1366 shares of WTFC for each share of MCBC owned. MCBC to be delisted after 8PM tonight **
Wintrust Financial Corporation (NASDAQ: WTFC), a prominent financial holding company, has announced its plan to acquire Macatawa Bank Corporation (NASDAQ: MCBC) in a strategic merger aimed at expanding its market presence and service offerings. This merger represents a significant consolidation in the banking sector, poised to enhance value for shareholders and customers alike.
Key Details of the Merger
The merger agreement, dated April 15, 2024, stipulates that Wintrust will acquire Macatawa through the merger of Macatawa with and into Leo Subsidiary LLC, a wholly-owned subsidiary of Wintrust. Macatawa Bank, headquartered in Holland, Michigan, operates as the primary subsidiary of Macatawa Bank Corporation.
Merger Consideration:
Shareholders of Macatawa Bank Corporation will receive $14.85 per share in Wintrust common stock. This translates to an aggregate value of approximately $510.3 million, based on 34,361,562 shares of Macatawa common stock outstanding as of April 12, 2024. The merger consideration will be adjusted according to the terms outlined in the merger agreement.
Exchange Ratio:
The precise number of Wintrust shares to be received per Macatawa share will be determined using an exchange ratio based on the volume-weighted average price of Wintrust common stock over a specified period. This ratio will be subject to a minimum and maximum reference price, ensuring fairness and stability in the transaction.
Benefits and Strategic Rationale
Market Expansion:The merger will significantly expand Wintrust's footprint in the Midwest, particularly in Michigan, enhancing its market presence and customer base.
Enhanced Service Offerings:Combining the resources and expertise of both institutions will enable the offering of a more comprehensive suite of financial services to customers.
Shareholder Value:The transaction is structured to maximize shareholder value through a well-defined exchange ratio and consideration terms, ensuring that shareholders of both companies benefit from the merger.
Special Meeting of Shareholders
A special meeting of Macatawa Bank Corporation shareholders is scheduled for July 31, 2024, at 8:00 a.m. local time, at Macatawa’s corporate offices in Holland, Michigan. The primary purpose of this meeting is to vote on the approval of the merger agreement and related proposals, including:
Adoption of the merger agreement.
Non-binding, advisory vote on merger-related executive compensation.
Adjournment proposal to allow further solicitation if necessary.
Board Recommendations
The Board of Directors of Macatawa Bank Corporation unanimously recommends that shareholders vote "FOR" the adoption of the merger agreement, the approval of the merger-related compensation proposal, and the adjournment proposal. These recommendations are based on a thorough evaluation of the merger's strategic and financial merits.
Additional Information
Detailed information about the merger, including risk factors and financial implications, is available in the proxy statement/prospectus. Shareholders are urged to read this document carefully to make an informed decision.
Conclusion
The merger between Wintrust Financial Corporation and Macatawa Bank Corporation represents a strategic move to consolidate market positions and enhance service offerings. Shareholders are encouraged to participate in the special meeting and cast their votes to ensure a smooth and beneficial transition.
For further details, please refer to the complete proxy statement/prospectus and other related documents available through Wintrust and the SEC’s website.
MCBC WTFC Merger
MCBC WTFC Merger
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