(BUSINESS WIRE) — Old National Bancorp and First Midwest Bancorp, Inc. jointly announced Tuesday a merger agreement to combine in an all-stock merger with a total market value of $6.5 billion to create a Midwestern bank with $45 billion in combined assets.

Under the terms of the merger agreement, First Midwest stockholders will receive 1.1336 shares of Old National common stock for each share of First Midwest common stock they own. Following completion of the transaction, former First Midwest stockholders are expected to collectively represent approximately 44% of the combined company.

The new organization will operate under the Old National Bancorp and Old National Bank names, with dual headquarters in Evansville, Indiana and Chicago, Illinois.

Michael Scudder, chairman and CEO of First Midwest Bancorp, will serve as the executive chairman and Jim Ryan, chairman and CEO of Old National Bancorp, will maintain his role as CEO.

Additional leadership positions for the combined entity include: Mark Sander, President and Chief Operating Officer (First Midwest); Jim Sandgren, CEO of Commercial Banking (Old National); Brendon Falconer, Chief Financial Officer (Old National); Kendra Vanzo, Chief Administrative Officer (Old National); Kevin Geoghegan, Chief Credit Officer (First Midwest); Thomas Prame, CEO of Community Banking (First Midwest); Chady AlAhmar, CEO of Wealth Management (Old National)

The complete executive leadership team is expected to be announced prior to close of the transaction.

The board of directors of the combined company will have 16 directors, consisting of eight directors from Old National and eight directors from First Midwest. Becky Skillman, lead independent director for Old National, will retain this position in the combined company.

“First Midwest’s leadership team and colleagues not only mirror the Old National mission, values and culture, they also offer exceptional consumer and commercial banking services,” said Old National Chairman and CEO Jim Ryan. “We are confident that the powerful synergies, additional market coverage and financial strength this partnership creates will drive long-term shareholder value, and we are excited about combining the outstanding legacies of two strong, client- and community-focused organizations.”

The combined organization will create the sixth largest bank headquartered in the Midwest. The two banks have virtually no service area overlap, limiting disruption.

The transaction is expected to close in late 2021 or early 2022, subject to customary closing conditions, including regulatory and shareholder approvals.

Old National Bancorp, the holding company of Old National Bank, is the largest bank holding company headquartered in Indiana. With $23.7 billion in assets, it ranks among the top 100 banking companies in the U.S. Old National’s footprint includes Indiana, Illinois, Kentucky, Michigan, Minnesota and Wisconsin.

The primary footprint of First Midwest’s branch network and other locations is in metropolitan Chicago, southeast Wisconsin, northwest Indiana, central and western Illinois, and eastern Iowa.


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