Byline Bancorp Announces Agreement to Acquire First Evanston Bancorp

Byline Bancorp, Inc. (NYSE: BY) (the “Company” or “Byline”) and First Evanston Bancorp, Inc. (“First Evanston”) today jointly announced that they have entered into a definitive agreement which provides for the acquisition by Byline of First Evanston in a cash and stock transaction valued at approximately $169 million.

The transaction will result in Chicago’s largest community bank with assets under $10 billion. The combined organization will have approximately $4.4 billion in assets, $3.1 billion in loans and $3.5 billion in deposits, with 66 convenient branches across the Chicago market.

First Evanston Bancorp, Inc., the parent company of First Bank & Trust, is headquartered in Evanston, Illinois and has total assets of $1.1 billion, total loans of $892 million and total deposits of $994 million as of September 30, 2017. Serving its communities for over 20 years, First Evanston offers commercial, retail, mortgage banking and wealth management services. First Evanston has 10 convenient locations mostly along Chicago’s North Shore suburbs, including three locations in Evanston, Illinois, home of Northwestern University.

Upon completion of the transaction, the company will operate under the Byline Bank name and brand. The partnership will continue to deliver the convenience and high level of service that Byline and First Evanston customers expect.

“The acquisition of First Evanston is an exciting milestone for Byline,” explained Alberto Paracchini, President and Chief Executive Officer of Byline. “We look forward to welcoming First Evanston’s customers and employees to the Byline family. First Evanston adds significant strength, both in terms of clients and talent, to our commercial banking business, allows us to expand our footprint into attractive Chicagoland markets and further solidifies our strong core deposit base. We remain focused on driving growth and profitability and we believe the acquisition of First Evanston will accelerate our trajectory toward being a high performing financial institution.”

Robert Yohanan, Chairman and Chief Executive Officer of First Evanston, said, “The combination of Byline and First Evanston will create one of the premier community banks serving the Chicago area. We believe our customers will be well served by being a part of a larger community bank offering greater convenience and a broader selection of products and services, while still providing the high level of customer service they have always enjoyed at First Evanston.”

Transaction Details
Under the terms of the definitive agreement, at the closing of the transaction each share of First Evanston’s common stock will be converted into the right to receive 3.994 shares of Byline common stock and an amount in cash equal to $27.0 million divided by the number of outstanding shares of First Evanston common stock as of the closing date. Based upon the closing price of Byline’s common stock of $19.73 on November 24, 2017, this represents a fully diluted transaction value of approximately $169 million.

Byline currently estimates pre-tax expense reductions associated with the transaction will be approximately 29% of First Evanston’s expense base. Byline expects the transaction to be accretive to earnings per share in 2018 and 14.5% accretive in 2019, with an expected tangible book value per share dilution earn-back period of approximately 3.3 years using the “cross-over” method.

The transaction has been approved unanimously by each company’s board of directors and is expected to close during the first half of 2018. Closing of the transaction is subject to regulatory approvals, the approval of First Evanston’s and Byline’s shareholders, and the satisfaction of certain other closing conditions.

Keefe, Bruyette & Woods, A Stifel Company served as financial advisor to Byline, and Vedder Price P.C. served as Byline’s legal advisor. Piper Jaffray & Co. served as financial advisor to First Evanston, and Wachtell, Lipton, Rosen & Katz served as First Evanston’s legal advisor.

About Byline Bancorp, Inc.
Headquartered in Chicago, Byline Bancorp, Inc. is the parent company for Byline Bank, a full service commercial bank serving small- and medium-sized businesses, financial sponsors, and consumers. Byline Bank has approximately $3.3 billion in assets and operates more than 50 full service branch locations throughout the Chicago and Milwaukee metropolitan areas. Byline Bank offers a broad range of commercial and retail banking products and services including small ticket equipment leasing solutions and is one of the top 10 Small Business Administration lenders in the United States.

About First Evanston Bancorp, Inc.
First Evanston Bancorp, Inc. is a financial services and bank holding company headquartered in Evanston, Illinois, with assets in excess of $1.1 billion. Through its operating subsidiary, First Bank & Trust, First Evanston Bancorp engages in community and commercial banking and wealth management services. First Bank & Trust operates 10 bank locations throughout the north and west Chicagoland area. First Bank & Trust is known for its community roots, its highly personalized service and as one of Chicagoland’s premier commercial banking institutions.

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