Old Second Bancorp Announces Merger Agreement with Bancorp Financial

Old Second Bancorp, Inc. (NASDAQ: OSBC) announced on February 24, 2025, that it has entered into a definitive Agreement and Plan of Merger with Bancorp Financial, Inc. Under the terms of the merger, Bancorp Financial will merge with and into Old Second, with Old Second surviving as the continuing entity. In a related bank merger, Evergreen Bank Group, a wholly owned subsidiary of Bancorp Financial, will merge with Old Second National Bank—Old Second’s national banking association subsidiary—with the latter continuing as the surviving bank entity.

Key terms of the merger include an exchange ratio offering Bancorp Financial stockholders 2.5814 shares of Old Second common stock along with $15.93 in cash per share of Bancorp Financial common stock held. In addition, holders of Bancorp Financial common stock will receive cash in lieu of fractional shares where applicable. The agreement also provides that restricted stock unit awards under Bancorp Financial’s equity plan will immediately vest and convert into the corresponding stock and cash consideration upon the merger’s effective time.

The merger agreement, unanimously approved by both boards of directors, includes customary representations, warranties, and covenants, along with a termination fee of $8.5 million payable by Bancorp Financial under certain conditions if the merger fails to close. The transaction is subject to several customary conditions, including the approval of Bancorp Financial stockholders, receipt of necessary regulatory approvals—including those from the Federal Reserve and the Office of the Comptroller of the Currency—and additional conditions detailed in the agreement.

Following the merger’s effective time, Old Second’s board of directors will expand by one member, with Darin Campbell being appointed as a Class I director and nominated for a three-year term at the 2026 annual meeting. In connection with the bank merger, the board of Old Second National Bank will increase by two members, with Darin Campbell and Jill Voss being appointed as directors. These directors will be nominated for a one-year term at the 2026 annual meeting of the bank’s stockholders.

Old Second Bancorp, in a separate release issued on February 25, 2025, confirmed the execution of the Merger Agreement. To discuss the merger, the company will hold a live conference call on the same day at 11:00 a.m. Eastern Time (10:00 a.m. Central Time). An investor presentation related to the merger has also been made available and can be accessed on the company’s website.

The completion of the merger, as well as the associated bank merger, remains subject to several conditions, including but not limited to stockholder approvals, regulatory review, and the absence of legal or other obstacles to the transactions. Investors are advised to review the registration statement, proxy statement, and related filings with the SEC once available for further details on the proposed transactions.

Forward-looking statements in the filings caution that actual outcomes may differ materially from the anticipated benefits and strategic objectives due to various risks and uncertainties, including regulatory delays, integration challenges, and market conditions.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Old Second Bancorp’s 8K filing here.

Old Second Bancorp Company Profile

Old Second Bancorp, Inc operates as the bank holding company for Old Second National Bank that provides community banking services. It offers demand, NOW, money market, savings, time deposit, individual retirement, and checking accounts, as well as certificates of deposit accounts. The company also provides commercial loans; lease financing receivables; commercial real estate loans; construction loans; residential real estate loans, such as residential first mortgage and second mortgage loans; home equity line of credit; consumer loans, including motor vehicle, home improvement, and signature loans; installment and agricultural loans; residential mortgages; and overdraft checking.