Old National and First Midwest Announce Merger to Create a Premier Midwestern Bank

Media Contacts:

Public Relations:
Kathy Schoettlin
812-465-7269

Community Relations:
Kate Miller
812-461-9378

Investor Relations:
Lynell Walton
812-464-1366

Old National and First Midwest Announce Merger to Create a Premier Midwestern Bank

• $45 billion in total assets and $34 billion in total deposits
• Unlocks immediate scale and positions for continued in-market growth
• Accelerates opportunities to strengthen communities and drive positive change
• Transaction expected to close in late 2021 or early 2022

Evansville, Ind. and Chicago, Ill. June 1, 2021 –Old National Bancorp (“Old National”) (NASDAQ: ONB) and First Midwest Bancorp, Inc. (“First Midwest”) (NASDAQ: FMBI), jointly announced today they have entered into a definitive merger agreement to combine in an all-stock merger of equals transaction with a total market value of $6.5 billion to create a premier Midwestern bank with $45 billion in combined assets.

With nearly 270 combined years of service and a shared commitment to Midwestern values, Old National and First Midwest are two organizations driven by a customer-centric approach to banking, an unwavering commitment to community and a strong focus on corporate social responsibility, making the combined entity the premier choice for employees, clients and shareholders.

Under the terms of the merger agreement, which has been unanimously approved by the Boards of Directors of both companies, 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.

The Board of Directors of the combined company will have 16 directors, consisting of 8 directors from Old National and 8 directors from First Midwest. Becky Skillman, lead independent director for Old National, will retain this position in the combined company.

“First Midwest and Old National are two relationship-focused financial institutions that have rich histories, extremely compatible cultures and a shared commitment to helping our clients achieve financial success,” said Michael Scudder, Chairman and CEO of First Midwest. “As a combined organization, we will be in an even stronger position to invest, grow and innovate in talent, capabilities and services that will enhance an already superior client experience and further set us apart as a market leader not only in Chicago but across the Midwest.”

“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.”

Delivering Exceptional Value to Clients, Employees and Communities

Strategic benefits of the merger include:

• Strengthened market position: The combined organization will create the sixth largest bank headquartered in the Midwest, with a presence in six of the largest Midwestern MSAs, strong commercial banking capabilities, a robust retail footprint and a significant wealth platform. The two banks have virtually no service area overlap, limiting disruption.
• Top-tier commercial and community bank: With a larger balance sheet, more diverse geographic footprint and deeper product suite, the combined company will have increased capability to serve both existing and new clients and compete with the largest banks in the region.
• Digital and technology capabilities: The combined organization creates the scale and profitability to accelerate digital and technology capabilities to drive future investments in consumer, wealth management and commercial banking services.
• Culture and employee focus: From First Midwest’s multiple recognitions as a Best Place to Work to Old National’s 10-year run as one of the World’s Most Ethical companies, the combined institution will remain committed to fostering a strong culture of collaboration and trust, empowering its employees to flourish.
• Community engagement: The merger enables the combined entity to build on both organizations’ longstanding history of service, enhance its ability to champion community initiatives and drive positive change throughout its footprint.

Delivering Financially Compelling Benefits to Shareholders

• Significant earnings per share accretion to both companies in 2022: ~22% GAAP EPS accretion to Old National and ~35% GAAP EPS accretion to First Midwest, assuming fully phased in cost savings and excluding merger charges.
• Top quartile pro forma profitability: The combined company is expected to generate an ROATCE of ~15% in 2022, assuming fully phased in cost savings.
• Modest tangible book value per share earnback: ~3.2 years under the crossover method.

Timing

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

Transaction Advisors

Keefe, Bruyette & Woods, A Stifel Company, served as exclusive financial advisor and Squire Patton Boggs (US) LLP acted as legal advisor to Old National.

J.P. Morgan Securities LLC served as exclusive financial advisor and Sullivan & Cromwell LLP acted as legal advisor to First Midwest.

Joint Investor Call

Management of both Old National and First Midwest will hold a conference call at 10:00 A.M. (CT) on Tuesday, June 1, 2021, to discuss their partnership. The live audio web cast of the call, along with the corresponding presentation slides, will be available on Old National’s and First Midwest’s Investor Relations web pages at oldnational.com and firstmidwest.com respectively, as well as the following url: https://services.choruscall.com/links/onb210601.html.

ABOUT OLD NATIONAL
Old National Bancorp (NASDAQ: ONB), 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. and has been recognized as a World’s Most Ethical Company by the Ethisphere Institute for 10 consecutive years. Since its founding in Evansville in 1834, Old National Bank has focused on community banking by building longterm, highly valued partnerships and keeping our clients at the center of all we do. This is an approach to business that we call The ONB Way. Today, Old National’s footprint includes Indiana, Illinois, Kentucky, Michigan, Minnesota and Wisconsin. In addition to providing extensive services in retail and commercial banking, Old National offers comprehensive wealth management, investment and capital market services. For more information and financial data, please visit Investor Relations at oldnational.com.

About First Midwest
First Midwest (NASDAQ: FMBI) is a relationship-focused financial institution and one of the largest independent publicly traded bank holding companies based on assets headquartered in Chicago and the Midwest, with approximately $21 billion of assets and an additional $14 billion of assets under management. First Midwest Bank and First Midwest’s other affiliates provide a full range of commercial, treasury management, equipment leasing, consumer, wealth management, trust and private banking products and services. 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. Visit First Midwest at firstmidwest.com.Cautionary Note Regarding Forward-Looking Statements

This release includes “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 Section 21E of the Securities Exchange Act of 1934, as amended, with respect to First Midwest’s and Old National’s beliefs, goals, intentions, and expectations regarding the proposed transaction, revenues, earnings, loan production, asset quality, and capital levels, among other matters; our estimates of future costs and benefits of the actions we may take; our assessments of probable losses on loans; our assessments of interest rate and other market risks; our ability to achieve our financial and other strategic goals; the expected timing of completion of the proposed transaction; the expected cost savings, synergies and other anticipated benefits from the proposed transaction; and other statements that are not historical facts.

Forward-looking statements are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “should,” “will” and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. These forward-looking statements include, without limitation, those relating to the terms, timing and closing of the proposed transaction.

Additionally, forward-looking statements speak only as of the date they are made; First Midwest and Old National do not assume any duty, and do not undertake, to update such forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Furthermore, because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in such forward-looking statements as a result of a variety of factors, many of which are beyond the control of First Midwest and Old National. Such statements are based upon the current beliefs and expectations of the management of First Midwest and Old National and are subject to significant risks and uncertainties outside of the control of the parties. Caution should be exercised against placing undue reliance on forward-looking statements. The factors that could cause actual results to differ materially include 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 definitive merger agreement between First Midwest and Old National; the outcome of any legal proceedings that may be instituted against First Midwest or Old National; the possibility that the proposed transaction will not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated (and the risk that required regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the ability of First Midwest and Old National to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of either or both parties to the proposed transaction; the possibility that the anticipated benefits of the proposed transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where First Midwest and Old National do business; certain restrictions during the pendency of the proposed transaction that may impact the parties’ ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all and to successfully integrate First Midwest’s operations and those of Old National; such integration may be more difficult, time consuming or costly than expected; revenues following the proposed transaction may be lower than expected; First Midwest’s and Old National’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing; the dilution caused by Old National’s issuance of additional shares of its capital stock in connection with the proposed transaction; effects of the announcement, pendency or completion of the proposed transaction on the ability of First Midwest and Old National to retain customers and retain and hire key personnel and maintain relationships with their suppliers, and on their operating results and businesses generally; and risks related to the potential impact of general economic, political and market factors on the companies or the proposed transaction and other factors that may affect future results of First Midwest and Old National; uncertainty as to the extent of the duration, scope, and impacts of the COVID-19 pandemic on First Midwest, Old National and the proposed transaction; and the other factors discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of each of First Midwest’s and Old National’s Annual Report on Form 10-K for the year ended December 31, 2020, in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of each of First Midwest’s and Old National’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, and in other reports First Midwest and Old National file with the U.S. Securities and Exchange Commission (the “SEC”).

Additional Information and Where to Find It

In connection with the proposed transaction, Old National will file a registration statement on Form S-4 with the SEC. The registration statement will include a joint proxy statement of First Midwest and Old National, which also constitutes a prospectus of Old National, that will be sent to First Midwest’s and Old National’s shareholders seeking certain approvals related to the proposed transaction. The information contained herein does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval, 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 any such jurisdiction. Investors and security holders of First Midwest and Old National and their respective affiliates are urged to read, when available, the registration statement on form S-4, the joint proxy statement/prospectus to be included within the registration statement on Form S-4 and any other relevant documents filed or to be filed with the SEC in connection with the proposed transaction, as well as any amendments or supplements to those documents, because they will contain important information about First Midwest, Old National and the proposed transaction. Investors and security holders will be able to obtain a free copy of the registration statement, including the joint proxy statement/prospectus, as well as other relevant documents filed with the SEC containing information about First Midwest and Old National, without charge, at the SEC’s website (http://www.sec.gov). Copies of documents filed with the SEC by First Midwest will be made available free of charge in the “Investor Relations” section of First Midwest’s website, https://firstmidwest.com/, under the heading “SEC Filings.” Copies of documents filed with the SEC by Old National will be made available free of charge in the “Investor Relations” section of Old National’s website, https://www.oldnational.com/, under the heading “Financial Information.”

Participants in Solicitation

First Midwest, Old National, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction under the rules of the SEC. Information regarding First Midwest’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on April 13, 2021, and certain other documents filed by First Midwest with the SEC. Information regarding Old National’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 8, 2021, and certain other documents filed by Old National with the SEC. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.

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Wisconsin Bank & Trust is Powered by HTLF

FOR RELEASE
May 27, 2021

Shawn Kesler
Midwest Region Marketing Officer
414.394.5946
skesler@htlf.com

Wisconsin Bank & Trust is Powered by HTLF
This is community banking with the scale to compete at any level

May 27 – Madison, WI – Wisconsin Bank & Trust (WBT) today announced its parent company, Heartland Financial USA, Inc., has rebranded as HTLF. The new branding better reflects the company HTLF is today and what it brings to WBT, our customers and our communities.

WBT’s logo has been updated with the tagline Powered by HTLF, representing the technology, efficiency and strength HTLF provides. This enables WBT to deliver the best of both worlds: the power of a larger organization combined with local decision-making and in-depth understanding of WBT’s customers and communities.

“HTLF provides us the resources and tools of a large company while we focus on growing customer relationships and delivering insight through extraordinary banking solutions and experiences,” said Brent Giles, President and CEO of Wisconsin Bank & Trust. “This is community banking with the scale to compete at any level.”

In the coming days and weeks customers will see the updated logo on WBT’s website, social channels and digital platforms.

About Wisconsin Bank & Trust

Wisconsin Bank & Trust (WBT), a subsidiary of Heartland Financial USA, Inc. operating under the brand name HTLF, is a business-focused community bank with assets of more than $1 billion. WBT serves customers from 13 banking centers in the Madison, Milwaukee, Green Bay, Sheboygan, Monroe and southwest areas of Wisconsin. WBT offers a wide range of personal and business banking and private client services. Wisconsin Bank & Trust is a Member of the FDIC and an Equal Housing Lender. For more information, visit www.wisconsinbankandtrust.com or call 608.203.1214.

About Heartland Financial USA, Inc.

Heartland Financial USA, Inc. (NASDAQ: HTLF), operating under the brand name HTLF, is a financial services company with assets of approximately $18.2 billion. HTLF’s banks serve communities in Arizona, California, Colorado, Illinois, Iowa, Kansas, Minnesota, Missouri, Montana, New Mexico, Texas and Wisconsin. HTLF is committed to its core commercial business, supported by a strong retail operation, and provides a diversified line of financial services including residential mortgage, wealth management, investment and insurance. Additional information is available at htlf.com.

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Badger Group Joins Thysse

Acquisition of Badger Group Delivers First-Class Upgrade to Thysse’s Mailing Capabilities
Print Industry Veterans Unite Over 125 Years of Combined Expertise

OREGON, WI/FORT ATKINSON, WI, May 17, 2021 — Best known for generating innovative brand solutions while serving the local community, Oregon, WI-based printer, Thysse, announces a series of additions to its team and services through the acquisition of Badger Group. A longtime asset to Fort Atkinson-area businesses, Badger Group is reputed for their direct mail, print services, and digital marketing expertise.

Combining forces and relocating to Oregon offers Badger Group clients increased capacity for current services, a larger team to focus on every project, and additional offerings in vehicle graphics, signage and large format, creative services, promotional items, inventory and distribution. The transition is already underway and progressing smoothly, as both businesses run on the same Print Management Information System (MIS) and are structured similarly to assist clients.

“Badger Group has been family owned and operated since 1975, and we’re thrilled to combine both companies’ rich history and extremely knowledgeable teams,” said Badger Group President/Owner Sally O’Brien. “The move is a very positive one for us, as we can now offer our clients additional brand development options while continuing to deliver exceptional service. We’re thoughtfully planning our transition so there are very few changes to client and staff relationships and no delays to current or scheduled projects.”

O’Brien, along with many of her dedicated sales, project management, and production staff will complete the move to Thysse. Thysse’s growth in recent years can be attributed to expansions in facilities and services. This latest union increases expertise and capacity in both mailing and offset printing services, and all transitions are expected to be completed by June 1, 2021.

“Badger Group has a long and respected history in Wisconsin,” said Jason Thysse, company president. “A fantastic set of experts who will strengthen our mailing, offset, and marketing capabilities. We’ve long admired their business model and presence in the print industry, and couldn’t be happier to have them join our team.”

About Badger Group

Incorporated as Badger Press in the early 1950’s, Badger Group, a WBENC – certified Woman-Owned Small Business, is a full-service print and marketing services provider.  We manage targeted direct mail campaigns with integrated digital components, marketing automation and dashboard analytics.  Our storefront solutions help maintain brand identity, connect teams, streamline ordering and fulfillment, and monitor inventory.  We work closely with our clients to offer value and solutions for their business and organization.

About Thysse

Located in Oregon, WI, Thysse is an ever-evolving brand experience provider built by three generations of visual communication specialists. We like to say Thysse is “Where you go with your brand,” and provide innovative solutions to back that statement up. We are a design, printing, specialty graphics, and manufacturing company at our core, but we also offer imagination and the tools to customize your project to find the right solution every time.

Our team believes the story your brand tells is as important as the materials it is printed on, and we’re here to help you think through every step of your project, be it direct mail, catalog, fleet vehicles, apparel, signage, or environmental wayfinding.

For more information, contact Jen Braga, Thysse, at 608.249.6951

Trox and Tierney Unite to Broaden Opportunities to Expand Educational Access and Improve Learning Outcomes

MERGER ESTABLISHES THE MOST EXPERIENCED EDUCATION TECHNOLOGY SOLUTIONS PROVIDER IN NORTH AMERICA

Education is a powerful agent of change and access is key. That’s the vision that is uniting Trox and Tierney as they announced a merger of the two companies today. The merger positions the joint organization as the most prominent and experienced education technology solutions provider in North America.

With over 80 years of collective experience in the education sector and more than 750 talented associates, Trox + Tierney will be primarily focused on providing technology to the K-12 market and addressing some of K-12’s most pressing challenges – providing access to learning for students and easing the burden on educators and students when it comes to effectively communicating and collaborating in any setting. The combined organization will be led by Erez Pikar, CEO of Trox. Rob Gag, CEO, Tierney, will lead its sales organization.

“We were looking for a partner to help us better address the new and future challenges faced by educators and students and Tierney was the ideal choice,” said Erez Pikar, CEO, Trox. “As a joint company with unparalleled scale, Trox + Tierney will be able to offer new skills, greater value, and improved purchasing efficiencies to districts and other organizations, as well as access to a larger network of vendors, products, and geographies.”

Given the complementary geographic footprints between Trox and Tierney, the combined organization can now cover the entire U.S., Puerto Rico and Canada to better serve the education sector. Its comprehensive portfolio of products and services will provide greater selection, service and convenience in support of educators in K-12 and higher ed.

“Both Trox and Tierney share strong, values-driven cultures, which we will build upon as a unified organization,” said Rob Gag, CEO, Tierney. “Our customer-first approach and deep market knowledge will enable us to bring new and innovative services and offerings to market faster, helping our customers better leverage technology to address their toughest challenges.”

The Trox + Tierney merger combines two formidable and complementary technology portfolios and creates a complete suite of education-specific services, including design and installation, IT asset disposition (ITAD) and product lifecycle management, professional development, and pre- and post-deployment technical support.

Pikar said, “Together, we will make the process of operating a district or school considerably easier and enable educators to focus on what they do best – providing all students with an opportunity to succeed.”

For more information about Trox, visit www.trox.com. For more information about Tierney, visit www.tierney.com.

ABOUT TROX

For nearly 40 years, Trox has championed the use of technology to broaden access and improve learning. As North America’s leading education technology provider, the company empowers educators to confidently purchase, implement, use, and manage technology resources by using technology to address their challenges and improve the learning landscape. Trox’s expansive product portfolio, combined with its deep understanding of how technology can be used to manage, teach, and learn, makes the company a beloved partner to tens of thousands of districts across the U.S. and Canada. Providing technology that is in use by over 20 million students daily, Trox is committed to driving transformative change in education by enabling learning without limits. Learn more at www.trox.com or follow us on LinkedIn, Twitter, Instagram, and Facebook.

ABOUT TIERNEY

Tierney has been a leading provider of technology solutions for K-12 schools, higher education institutions, government organizations, and corporate businesses for over 40 years. With a focus on the customer, helping teachers teach, students learn and workers work, Tierney provides a line of products and services to support projects of any size from start to finish. Learn more at www.tierney.com or follow us on LinkedIn, Twitter, Instagram, and Facebook.

Media Contact
Jenni Ottum
Public Relations and Communications Manager
O: 602-437-7420, x1709
C: 480-231-4887
Jenni.ottum@trox.com

Derek Burns
Chief Marketing Officer
Phone: 612-455-3606
dburns@tierney.com

Capitol Bank Announces Plans for East Madison Location in American Center

Capitol Bank has announced plans to open a third location, which will be on Madison’s East side in the American Center, at the intersection of American Parkway and Eastpark Boulevard. Construction on Capitol Bank East will commence in May 2021, with an anticipated grand opening in late 2021.

“While many customers utilize digital banking channels, we know that people still tend to bank close to where they live or work,” said Ken Thompson, President and CEO of Capitol Bank.

The strategic location on Madison’s East side will allow for nearly anyone in Dane County to be within 15 minutes of a Capitol Bank location.

“No matter how many banking transactions we can conduct from our smartphones, there will always be a need for bankers to be accessible to customers. We’ve seen the desire for face-to-face interactions even amidst the pandemic,” said Thompson.

Capitol Bank’s main location will remain at 710 N. High Point Road on the West side of Madison, where it has been located since the Bank was founded in 1995. Capitol Bank Verona, which opened in 2006, is located at 108 E. Verona Avenue. Capitol Bank specializes in commercial lending, treasury management, mortgage lending, personal banking and private banking.

To follow along with construction progress and other updates related to Capitol Bank East, visit Capitol Bank’s website: www.CapitolBank.com/east2021. The Capitol Bank East project team includes OPN Architects, Inc. as building architect and JP Cullen as general contractor.

About Capitol Bank: Capitol Bank, locally-owned and operated since 1995, is committed to serving the communities in which we live, work and do business. We are proud of the partnerships we have established with organizations, businesses and individuals in the Dane County area. Our philosophy of community support is demonstrated at the corporate level, as well as in the time and energy our employees devote to our community each year. Capitol Bank is Member FDIC and an Equal Housing Lender.

Contact: Natalie Gregerson
Director of Marketing/Officer
Capitol Bank
710 N. High Point Road
Madison, WI 53717
608.836.1616