NorthWest Indiana Bancorp and AJS Bancorp, Inc. Announce Signing of Definitive Merger Agreement

NorthWest Indiana Bancorp (OTC Pink: NWIN) (“NWIN”), the parent of Peoples Bank SB, and AJS Bancorp, Inc. (OTC Pink: AJSB) (“AJSB”) announced today they have executed a definitive merger agreement whereby NWIN will acquire AJSB and its wholly-owned subsidiary, A.J. Smith Federal Savings Bank, of Midlothian, 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, stockholders of AJSB who hold 100 or more shares of AJSB common stock will receive 0.2030 shares of NWIN’s common stock and $7.20 in cash for each issued and outstanding share of AJSB common stock, subject to possible adjustment, for total consideration that consists of approximately 55% stock and 45% cash. Stockholders of AJSB holding less than 100 shares of AJSB common stock will have the right to receive $16.00 in cash and no stock consideration for each share of AJSB common stock. Based on NWIN’s closing stock price of $43.00 as of July 30, 2018, the merger consideration has an aggregate value of approximately $34.6 million, which represents approximately 109% of tangible book value, and which includes unallocated shares held by the AJSB Employee Stock Ownership Plan (“ESOP”), some of which will be cancelled at closing in order to satisfy the ESOP’s outstanding loan balance.

AJSB is a savings and loan holding company headquartered in Midlothian, Illinois with total consolidated assets of $191.8 million as of June 30, 2018. A. J. Smith Federal Savings Bank was established in 1924 and serves the Chicagoland metropolitan market with three full service locations.

“We are excited about this deal, and it is a great strategic, financial, and cultural fit. A.J. Smith was founded on the same principles as Peoples Bank – to serve its community – and this merger allows us to continue that tradition. It also grows our position in the South Suburban Chicagoland and Northwest Indiana markets as a locally managed, community focused financial institution. I look forward to working with Jerry Weberling, chief executive officer and chief financial officer of A.J. Smith, along with our Bank’s team to integrate the two companies and better serve our combined customers and communities,” said Benjamin Bochnowski, President and Chief Executive Officer.