First Financial Bank to Strategically Expand Presence in Chicago with the Complementary Acquisition of BankFinancial
First Financial Bank (NASDAQ:FFBC) has announced its strategic acquisition of BankFinancial (NASDAQ:BFIN) in an all-stock transaction valued at approximately $142 million. The deal will significantly expand First Financial's presence in the Chicago market, adding 18 retail locations and bringing total pro forma deposits to $2.2 billion.
Under the agreement, BankFinancial shareholders will receive 0.48 shares of First Financial common stock for each BankFinancial share. The transaction, expected to close in Q4 2025, will be accretive to First Financial's earnings per share while maintaining tangible book value per share. All BankFinancial employees will join First Financial upon closing.
First Financial Bank (NASDAQ:FFBC) ha annunciato l'acquisizione strategica di BankFinancial (NASDAQ:BFIN) in un'operazione interamente in azioni del valore di circa $142 milioni. L'accordo amplierà notevolmente la presenza di First Financial nel mercato di Chicago, aggiungendo 18 filiali e portando i depositi pro forma complessivi a $2,2 miliardi.
Secondo i termini, gli azionisti di BankFinancial riceveranno 0,48 azioni ordinarie di First Financial per ogni azione BankFinancial. L'operazione, il cui closing è previsto nel 4° trimestre 2025, sarà accrescitiva per l'utile per azione di First Financial, mantenendo il valore contabile tangibile per azione. Tutti i dipendenti di BankFinancial entreranno a far parte di First Financial al momento del closing.
First Financial Bank (NASDAQ:FFBC) ha anunciado la adquisición estratégica de BankFinancial (NASDAQ:BFIN) en una transacción totalmente en acciones valorada en aproximadamente $142 millones. El acuerdo ampliará significativamente la presencia de First Financial en el mercado de Chicago, añadiendo 18 sucursales y elevando los depósitos pro forma totales a $2.2 mil millones.
Según lo pactado, los accionistas de BankFinancial recibirán 0.48 acciones ordinarias de First Financial por cada acción de BankFinancial. La transacción, cuyo cierre está previsto en el 4.º trimestre de 2025, será favorecedora para las ganancias por acción de First Financial y mantendrá el valor contable tangible por acción. Todos los empleados de BankFinancial se incorporarán a First Financial en el momento del cierre.
First Financial Bank (NASDAQ:FFBC)는 BankFinancial (NASDAQ:BFIN)을 전액 주식 거래로 약 $142 million에 전략적으로 인수한다고 발표했습니다. 이번 거래로 First Financial는 시카고 시장에서의 입지를 크게 넓혀 18개 영업점을 추가하고, 프로포마 기준 총 예금액을 $2.2 billion으로 늘리게 됩니다.
계약에 따라 BankFinancial 주주들은 BankFinancial 주식 1주당 First Financial 보통주 0.48주를 받게 됩니다. 이 거래는 2025년 4분기에 종결될 예정이며, First Financial의 주당순이익을 증가시키는 동시에 주당 유형 장부가치는 유지될 것으로 예상됩니다. 모든 BankFinancial 직원은 거래 종결 시 First Financial에 합류합니다.
First Financial Bank (NASDAQ:FFBC) a annoncé l'acquisition stratégique de BankFinancial (NASDAQ:BFIN) dans le cadre d'une opération entièrement en actions d'environ 142 millions $. L'opération renforcera sensiblement la présence de First Financial sur le marché de Chicago, en ajoutant 18 agences et en portant les dépôts pro forma à 2,2 milliards $.
Conformément à l'accord, les actionnaires de BankFinancial recevront 0,48 action ordinaire de First Financial pour chaque action BankFinancial. La transaction, dont la clôture est prévue au 4e trimestre 2025, devrait être créatrice de bénéfice par action pour First Financial tout en maintenant la valeur comptable tangible par action. Tous les employés de BankFinancial rejoindront First Financial à la clôture.
First Financial Bank (NASDAQ:FFBC) hat die strategische Übernahme von BankFinancial (NASDAQ:BFIN) in einer reinen Aktientransaktion im Wert von rund $142 Millionen angekündigt. Der Deal wird die Präsenz von First Financial im Markt von Chicago deutlich ausweiten, 18 Filialen hinzufügen und die Pro-forma-Einlagen auf insgesamt $2,2 Milliarden bringen.
Nach der Vereinbarung erhalten die Aktionäre von BankFinancial für jede BankFinancial-Aktie 0,48 Aktien von First Financial. Der Abschluss der Transaktion, der für das 4. Quartal 2025 erwartet wird, wird den Gewinn je Aktie von First Financial erhöhen und gleichzeitig den greifbaren Buchwert je Aktie beibehalten. Alle Mitarbeiter von BankFinancial werden nach dem Abschluss zu First Financial wechseln.
- Transaction expected to be accretive to earnings per share
- Strategic expansion adding 18 retail locations in the economically robust Chicago market
- Increases total pro forma deposits to $2.2 billion
- Complementary addition to existing commercial banking presence
- Retention of all BankFinancial employees ensures operational continuity
- All-stock transaction structure may lead to shareholder dilution
- Integration risks associated with merging operations and systems
- Regulatory approvals still pending and could delay closing
Insights
First Financial's acquisition of BankFinancial expands Chicago presence with 18 branches and strong deposits, expected to be earnings accretive.
First Financial's all-stock acquisition of BankFinancial represents a strategic expansion in the Chicago market, valued at approximately
The deal's structure reveals First Financial's focus on deposit gathering, with total pro forma deposits reaching
From a financial perspective, management projects the deal to be accretive to earnings per share upon completion, while tangible book value per share is expected to remain approximately unchanged. This suggests a reasonable acquisition premium that doesn't significantly dilute existing shareholders. The transaction maintains First Financial's strategic discipline by expanding in contiguous markets and leveraging operational synergies through employee retention and business line integration.
The closing timeline targeted for Q4 2025 is contingent on regulatory approvals and BankFinancial shareholder approval. This Chicagoland market consolidation reflects the ongoing regional banking trend of strategic acquisitions to achieve scale efficiencies and expanded service capabilities across retail and commercial segments.
- First Financial Bancorp ("First Financial") has agreed to acquire
Chicago -based BankFinancial Corporation ("BankFinancial"). - The acquisition strategically expands First Financial's presence in the robust
Chicago market with a strong core deposit franchise. - Complementary to
Illinois andNorthwest Indiana branch locations, adding 18 retail locations and augmenting its existing commercial banking presence with additional capabilities. Total pro forma deposits will be$2.2 billion - All BankFinancial bank employees will become First Financial Bank associates upon closing.
First Financial (Nasdaq: FFBC) and BankFinancial (Nasdaq: BFIN) jointly announced today that they have entered into an agreement by which First Financial will acquire
"We are excited to add consumer banking and lending solutions to the existing lineup of commercial services offered to
Upon completion of the transaction, BankFinancial's consumer, trust/wealth management and selected commercial credit lines of business will be incorporated into First Financial's respective business lines, and all BankFinancial bank employees will become First Financial associates.
"First Financial is the ideal choice to help us continue our legacy of delivering exceptional financial solutions, while maintaining a strong commitment to customer care and service to our communities," said Morgan Gasior, chairman, president and chief executive officer of BankFinancial. "We look forward to being part of First Financial's continued success as we expand the scope of our financial services to our customers and communities."
Through this addition, First Financial continues its recent period of growth, including the announced agreement to acquire Westfield Bank in
Transaction Terms
Under the terms of the agreement, each outstanding share of BankFinancial common stock will be converted into the right to receive 0.48 of a share of First Financial common stock, valuing the transaction at approximately
The transaction is expected to close in the fourth quarter of 2025, subject to satisfaction of customary closing conditions, regulatory approvals and approval of BankFinancial shareholders.
Transaction Advisors
Morgan Stanley & Co. LLC is serving as financial advisor to First Financial. Keefe, Bruyette & Woods, A Stifel Company, is serving as financial advisor to BankFinancial. Squire Patton Boggs, (US) LLP is serving as legal counsel to First Financial. Kirkland & Ellis LLP and Luse Gorman, PC are serving as legal counsel to BankFinancial.
About First Financial Bancorp.
First Financial Bancorp. is a
About BankFinancial
With over 100 years of expertise in commercial lending, BankFinancial, NA is a trusted partner for businesses, individuals, and families seeking flexible and competitive financial solutions. As a direct lender, BankFinancial combines industry-leading products with a customer-focused approach to empower businesses across the greater
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Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of First Financial and BankFinancial, respectively, with respect to the proposed transaction, the strategic benefits and financial benefits of the proposed transaction, including the expected impact of the proposed transactions on the combined company's future financial performance (including anticipated accretion to earnings per share, the tangible book value earn-back period and other operating and return metrics), the timing of the closing of the proposed transaction, and the ability to successfully integrate the combined businesses. Such statements are often characterized by the use of qualified words (and their derivatives) such as "may," "will," "anticipate," "could," "should," "would," "believe," "contemplate," "expect," "estimate," "continue," "plan," "project" and "intend," as well as words of similar meaning or other statements concerning opinions or judgment of First Financial or BankFinancial or their respective management about future events. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions include, among others, the following:
- the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement;
- the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction) and the possibility that the proposed transaction does not close when expected or at all because required regulatory approvals, the approval by BankFinancial's shareholders, or other approvals and the other conditions to closing are not received or satisfied on a timely basis or at all;
- the outcome of any legal proceedings that may be instituted against First Financial or BankFinancial;
- the possibility that the anticipated benefits of the proposed transaction, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which First Financial and BankFinancial operate;
- the possibility that the integration of the two companies may be more difficult, time-consuming or costly than expected;
- the impact of purchase accounting with respect to the proposed transaction, or any change in the assumptions used regarding the assets acquired and liabilities assumed to determine their fair value and credit marks;
- the possibility that the proposed transaction may be more expensive or take longer to complete than anticipated, including as a result of unexpected factors or events;
- the diversion of management's attention from ongoing business operations and opportunities;
- potential adverse reactions of First Financial's or BankFinancial's customers or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction;
- a material adverse change in the financial condition of First Financial or BankFinancial;
- changes in First Financial's share price before closing;
- risks relating to the potential dilutive effect of shares of First Financial's common stock to be issued in the proposed transaction;
- general competitive, economic, political and market conditions;
- major catastrophes such as earthquakes, floods or other natural or human disasters, including infectious disease outbreaks; and
- other factors that may affect future results of First Financial or BankFinancial, including, among others, changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates; deposit flows; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board, the Office of the Comptroller of the Currency and legislative and regulatory actions and reforms.
These factors are not necessarily all of the factors that could cause First Financial, BankFinancial, or the combined company's actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm First Financial's, BankFinancial's, or the combined company's results.
Although each of First Financial and BankFinancial believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results of First Financial or BankFinancial will not differ materially from any projected future results expressed or implied by such forward-looking statements. Additional factors that could cause results to differ materially from those described above can be found in each of First Financial's and BankFinancial's most recent annual report on Form 10-K for the fiscal year ended December 31, 2024, quarterly reports on Form 10-Q, and other documents subsequently filed by First Financial and BankFinancial with the Securities Exchange Commission ("SEC"). The actual results anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on First Financial, BankFinancial or each of their respective businesses or operations. Investors are cautioned not to rely too heavily on any such forward-looking statements. First Financial and BankFinancial urge you to consider all of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by First Financial and BankFinancial. Forward-looking statements speak only as of the date they are made, and First Financial and BankFinancial undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.
No Offer or Solicitation
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote or approval with respect to the proposed transaction between First Financial and BankFinancial. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Important Additional Information about the Transaction and Where to Find It
In connection with the proposed transaction, First Financial intends to file with the SEC a Registration Statement on Form S-4 (the "Registration Statement") to register the shares of First Financial capital stock to be issued in connection with the proposed transaction. The Registration Statement will include a proxy statement of BankFinancial and a prospectus of First Financial (the "Proxy Statement/Prospectus"), and First Financial and BankFinancial may file with the SEC other relevant documents concerning the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY
A copy of the Registration Statement, Proxy Statement/Prospectus, as well as other filings containing information about First Financial and BankFinancial, may be obtained, free of charge, at the SEC's website (www.sec.gov) when they are filed. Copies of documents filed with the SEC by First Financial will be made available free of charge in the "Investor Relations" section of First Financial's website, https://www.bankatfirst.com/about/investor-relations.html. Copies of documents filed with the SEC by BankFinancial will be made available free of charge in the "Investor Relations" section of BankFinancial's website, https://www.bankfinancial.com/investor-relations. The information on First Financial's and BankFinancial's websites is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with the SEC.
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SOURCE First Financial Bancorp.
FAQ
What is the value of First Financial's acquisition of BankFinancial?
How many BankFinancial shares will FFBC give for each BFIN share?
When is the First Financial-BankFinancial merger expected to close?
How many branches will First Financial gain from the BankFinancial acquisition?
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