Northwest Indiana Bancorp and First Personal Financial Corp.’s Merger Agreement


NorthWest Indiana Bancorp was advised by Stephens Inc. and Barnes & Thornburg LLP as legal counsel. First Personal was advised by, and received a fairness opinion from, Piper Jaffray & Co., and was advised by Barack Ferrazzano Kirschbaum & Nagelberg LLP as legal counsel.

NorthWest Indiana Bancorp (OTCBB: NWIN) (“NWIN”), the parent of Peoples Bank SB, and First Personal Financial Corp. (privately held, “First Personal”) announced today they have executed a definitive agreement whereby NWIN will acquire First Personal and its wholly-owned subsidiary, First Personal Bank, of Orland Park, Illinois, in a stock and cash transaction. A copy of the definitive agreement is available as Exhibit 2.1 to the Form 8-K filed by NWIN today with the Securities Exchange Commission (the “SEC”) at the SEC’s internet site (http://www.sec.gov).

Under the terms of the merger agreement, shareholders of First Personal will receive 0.1246 shares of NWIN’s common stock and $6.67 in cash for each issued and outstanding share of First Personal common stock, for total consideration that consists of 44% stock and 56% cash. Based on NWIN’s closing stock price of $42.80 as of February 20, 2018, the merger consideration has an aggregate value of approximately $15.60 million, which represents approximately 134% of tangible book value, and includes the impact of the conversion of all outstanding convertible capital instruments into common equity, which is expected to occur prior to closing.

First Personal is a bank holding company headquartered in Orland Park, Illinois with total assets of $147 million. First Personal Bank was established in 1999 and serves the Chicagoland metropolitan market with three full service locations.

Barack Ferrazzano’s team was led by John E. Freechack (Picture) and Abdul R. Mitha. Executive compensation and benefits were handled by Andrew K. Strimaitis and K.C. Klagos.

Involved fees earner: John Freechack – Barack Ferrazzano; Abdul Mitha – Barack Ferrazzano; K.C. Klagos – Barack Ferrazzano; Andrew Strimaitis – Barack Ferrazzano;

Law Firms: Barack Ferrazzano;

Clients: First Personal Financial Corp.;

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Author: Ambrogio Visconti