First Mid-Illinois Bancshares has signed a definitive agreement to acquire all of the outstanding shares of SCB Bancorp.
SCB is the holding company for Soy Capital Bank and Trust Company (Soy Capital Bank), which includes a wholly owned subsidiary, J.L. Hubbard Insurance and Bonds (J.L. Hubbard).
Under the terms of the agreement, SCB shareholders may elect to exchange each share of SCB common stock for either 8.0228 shares of First Mid common stock or $307.93 in cash, subject to certain potential adjustments.
Overall elections are subject to proration such that, depending on the number of shares of SCB common stock electing First Mid common stock between 19 and 32.5 percent of the SCB shares will be exchanged for cash, and between 67.5 and 81 percent will be exchanged for First Mid common stock.
Additionally, SCB’s outstanding stock options will be fully vested upon consummation of the merger, and all outstanding SCB options that are unexercised prior to the closing will be cashed out. Based upon First Mid’s 10-day volume weighted average price through June 8th of $38.38 per share, the aggregate consideration paid by First Mid is approximately $70.4 million.
In addition, SCB intends on issuing an aggregate of $25 million of its cash as a special dividend to its shareholders, and as a corresponding reduction to the exercise price of outstanding options, immediately prior to the close of the transaction.
SCB is a $437 million asset financial services holding company headquartered in Decatur, IL and operates out of six key regions including Bloomington, Champaign, Decatur, Kankakee, Peoria and Springfield.
Soy Capital Bank has 10 branch locations and provides full banking services, as well as two additional lines of business that generate significant non-interest income in insurance services and agricultural management
