First Financial Corporation and First Illinois Corporation Sign Merger Agreement
Rhea-AI Summary
First Financial Corporation (NASDAQ: THFF) and First Illinois Corporation have signed a definitive agreement under which First Illinois will merge into First Financial in a stock-and-cash transaction valued at approximately $111.3 million, based on First Financial’s $79.07 share price on August 26, 2026.
First Illinois stockholders may elect either 0.5727 THFF shares or $44.35 cash per share, subject to an overall mix of 70% stock and 30% cash, implying a purchase price of about $45.00 per share. The combination will add Hickory Point Bank’s 8 central Illinois branches and create a company with roughly $6.9 billion in assets, $4.9 billion in loans, and $5.5 billion in deposits.
As of June 30, 2026, Hickory Point Bank had about $717 million in assets, $438 million in loans, and $627 million in deposits. The deal has unanimous board approval at both companies and is expected to close in Q4 2026, subject to regulatory and First Illinois stockholder approvals.
Positive
- Aggregate transaction value approximately $111.3 million based on $79.07 THFF share price
- Implied purchase price about $45.00 per First Illinois share
- Consideration mix 70% stock and 30% cash, with 0.5727 THFF shares or $44.35 cash per share
- Pro forma scale approximately $6.9 billion in assets, $4.9 billion in loans, $5.5 billion in deposits
- Hickory Point Bank franchise adds $717 million in assets and $627 million in deposits as of June 30, 2026
- Governance support unanimous board approvals and voting agreements from First Illinois directors
Negative
- Transaction closing contingent on regulatory approvals and First Illinois stockholder approval, creating completion risk and potential timing uncertainty
News Explained
The signed merger is not closed, and its stock component could dilute existing First Financial ownership if required approvals are obtained.
The signed agreement is not yet a completed merger: if it closes in the fourth quarter of
First Financial says it will file a Form S-4 containing a proxy statement/prospectus for First Illinois stockholders, with information about the transaction and its risks before the required stockholder vote.
First Illinois directors have entered voting agreements supporting the merger and related proposals, but regulatory and First Illinois stockholder approvals remain conditions to closing.
Key Figures
Previous Acquisition Reports
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Nov 06 | Acquisition agreement | Positive | -0.2% | CedarStone merger agreement offered $19.12-per-share cash consideration and expected Q1 2026 closing. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
The prior acquisition announcement produced a negative reaction despite positive transaction framing, indicating one observed divergence.
Key Terms
fairness opinion regulatory
form s-4 regulatory
proxy statement/prospectus regulatory
voting agreements regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
Transaction Strengthens First Financial’s Illinois Franchise Through Addition of Hickory Point Bank and Trust
TERRE HAUTE, Ind. and DECATUR, Ill., Aug. 27, 2026 (GLOBE NEWSWIRE) -- First Financial Corporation (NASDAQ: THFF) (“First Financial”), the holding company for First Financial Bank, N.A. (“First Financial Bank”), and First Illinois Corporation (“First Illinois”), the holding company for Hickory Point Bank and Trust (“Hickory Point Bank”), jointly announced today the execution of a definitive agreement under which First Illinois will merge with and into First Financial in a stock/cash transaction valued at approximately
Hickory Point Bank is a community bank that operates 8 branches in the central Illinois communities of Decatur, Springfield and Champaign. As of June 30, 2026, Hickory Point Bank had approximately
"We are pleased to expand our footprint in Illinois through the addition of Hickory Point Bank, an exceptional community banking franchise with strong customer relationships across central Illinois," said Norman D. Lowery, First Financial’s President and Chief Executive Officer. "Hickory Point Bank brings an attractive core deposit franchise and strong balance sheet liquidity that will enhance our funding profile and support continued growth."
Anthony G. Nestler, President of First Illinois and President & CEO of Hickory Point Bank, added, “We are pleased to be joining an organization that shares Hickory Point Bank’s commitment to relationship-focused community banking. This combination will provide our customers and employees with access to additional resources and capabilities while delivering meaningful value to our stockholders.”
Under the terms of the merger agreement, First Illinois stockholders will be entitled to elect to receive either the per share stock consideration of 0.5727 shares of First Financial common stock for each share of First Illinois common stock outstanding or the per share cash consideration of
The transaction has been unanimously approved by each company’s board of directors and is expected to close in the fourth quarter of 2026, subject to customary closing conditions, including, but not limited to, receipt of regulatory and First Illinois stockholder approvals.
Directors of First Illinois have entered into voting agreements to vote their shares in favor of the merger and related proposals. For additional information about the proposed merger of First Illinois with and into First Financial, stockholders are encouraged to carefully read the definitive agreement that will be filed with the Securities and Exchange Commission (“SEC”).
Advisors
Raymond James & Associates, Inc. served as financial advisor to First Financial and rendered a fairness opinion to the Board of Directors of First Financial. Piper Sandler & Co. served as financial advisor to First Illinois and rendered a fairness opinion to the Board of Directors of First Illinois.
Amundsen Davis, LLC served as legal counsel to First Financial and Barack Ferrazzano Kirschbaum & Nagelberg LLP served as legal counsel to First Illinois.
Investor Presentation Details
An investor presentation regarding the proposed merger will be filed with the SEC and made available at the SEC's website, www.sec.gov, or by accessing First Financial Corporation’s website at https://www.first-online.bank/ under the “Investor Relations” link and then under the heading “SEC Filings.”
About First Financial Corporation
First Financial Corporation (NASDAQ: THFF) is the holding company for First Financial Bank, N.A. First Financial Bank is the fifth oldest national bank in the United States, operating 87 banking centers in Georgia, Illinois, Indiana, Kentucky and Tennessee. Additional information is available at www.first-online.bank.
About First Illinois Corporation
First Illinois Corporation is the holding company for Hickory Point Bank and Trust. Founded in 1979, Hickory Point Bank serves businesses, institutions, and families throughout central Illinois and beyond, with 8 branch locations in Decatur, Springfield, and Champaign. For more information, visit https://www.hickorypointbank.com/.
Important Additional Information About the Merger and Where to Find It
In connection with the proposed transaction, First Financial will file materials with the SEC, including a registration statement on Form S-4. The registration statement will include a proxy statement of First Illinois that also constitutes a prospectus of First Financial, which will be sent to the stockholders of First Illinois. This press release is not a substitute for the proxy statement/prospectus or the registration statement or for any other document that First Financial may file with the SEC and send to First Illinois’ stockholders in connection with the proposed transaction. FIRST ILLINOIS’ STOCKHOLDERS ARE URGED TO CAREFULLY AND THOROUGHLY READ THE PROXY STATEMENT/PROSPECTUS AND THE REGISTRATION STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY FIRST FINANCIAL WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST FINANCIAL, FIRST ILLINOIS, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND OTHER MATTERS.
When filed, the registration statement and other documents relating to the merger filed by First Financial can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge by accessing First Financial’s website at https://investor.first-online.bank under the “Investor Relations” section. Alternatively, these documents, when available, can be obtained free of charge from First Financial upon written request to First Financial Corporation, Attn: Norman D. Lowery, President and CEO, One First Financial Plaza, Terre Haute, Indiana 47807 or by calling 812-238-6185. The contents of the website referenced above are not deemed to be incorporated by reference into the registration statement or the proxy statement/prospectus.
Participants in the Solicitation
First Financial, First Illinois and their respective directors, executive officers, and certain other persons may be deemed, under SEC rules, to be participants in the solicitation of proxies from First Illinois’ stockholders in connection with the proposed merger. Information regarding the directors and executive officers of First Financial is included in its definitive proxy statement for its 2026 annual meeting filed with the SEC on March 17, 2026. Information regarding the directors and executive officers of First Illinois and additional information regarding the persons who may be deemed participants and their direct and indirect interests, by security holdings or otherwise, will be set forth in the registration statement on Form S-4 and other materials when they are filed by First Financial with the SEC in connection with the proposed transaction. Free copies of these documents may be obtained as described in the section above.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities nor shall there be any sale of securities 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. This press release is also not a solicitation of any vote in any jurisdiction pursuant to the proposed merger or otherwise. No offer of securities or solicitation will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
Certain statements contained in this press release, which are not statements of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, goals, projections, and benefits relating to the proposed merger between First Financial and First Illinois, which are subject to numerous assumptions, risks and uncertainties. Words such as ‘‘believes,’’ ‘‘anticipates,’’ “may,” “will,” “should,” “likely,” “expected,” “estimated,” ‘‘intends,’’ “future,” “plan,” “goal,” “seek,” “project,” or the negative of these terms and other similar expressions may identify forward-looking statements, but are not the exclusive means of identifying such statements. Please refer to First Financial’s Annual Report on Form 10-K for the year ended December 31, 2025, as well as its other filings with the SEC, for a more detailed discussion of risks, uncertainties, and factors that could cause actual results to differ from those discussed in the forward-looking statements. First Financial intends that such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, except as may be required by applicable law. Investors and security holders may obtain free copies of First Financial’s SEC filings without charge at the SEC’s website at https://www.sec.gov or under the “Investor Relations” section of First Financial’s website at https://investor.first-online.bank.
Forward-looking statements are not historical facts but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors previously disclosed in reports filed by First Financial with the SEC, risks and uncertainties for First Financial, First Illinois, and the combined company include, but are not limited to: the possibility that any of the anticipated benefits of the proposed merger will not be realized or will not be realized within the expected time period; the risk that integration of First Illinois’ operations with those of First Financial and First Financial Bank will be materially delayed or will be more costly or difficult than expected; the inability to close the proposed merger in a timely manner; the inability to complete the proposed merger due to the failure of First Illinois’ stockholders to adopt and approve the merger agreement; diversion of management's attention from ongoing business operations and opportunities; the failure to satisfy other conditions to completion of the proposed merger, including receipt of required regulatory and other approvals; the failure of the proposed merger to close for any other reason; the challenges of integrating and retaining key employees; the effect of the announcement of the proposed merger on First Financial’s, First Financial Bank’s, First Illinois’, Hickory Point Bank’s, or the combined company's respective customer and employee relationships, operating results, or market price; the possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected or unknown factors, events, or liabilities; potential litigation or regulatory action related to the proposed merger; and general competitive, economic, political and market conditions, and fluctuations. All forward-looking statements included in this press release are made as of the date hereof and are based on information available at the time of the press release. Except as required by law, neither First Financial nor First Illinois assumes any obligation to update any forward-looking statement.
Contacts:
First Financial Corporation
Norman D. Lowery, 812-238-6185
President and CEO
First Illinois Corporation
Anthony G. Nestler, 217-872-6281
President
