Byline Bancorp, Inc. and Inland Bancorp, Inc. Announce Definitive Merger Agreement - Seite 2

Peter Stickler, President and Chief Executive Officer of Inland Bank and Trust, said, “The foundation of Inland Bancorp, Inc. was built upon offering products and services that meet our customers’ financial needs and delivering an exceptional customer experience that is supported by a diverse and experienced team. By joining forces with Byline, we recognize the opportunity to align with a partner that shares our passion for providing high-quality customer service. The transaction will also increase our lending capacity by leveraging a larger balance sheet and access to a broader array of products and services, including leading-edge digital capabilities. We believe the opportunity to join the Byline team is very positive for all of our constituents and will provide greater benefits to our customers and the communities we serve.”

Transaction Details

Under the terms of the definitive agreement, at the closing of the transaction, Byline will issue approximately 6.4 million shares of common stock and $22.9 million in cash to Inland Bancorp, Inc. stockholders, subject to adjustment per the terms of the merger agreement. Based upon the closing price of Byline’s common stock of $22.21 on November 29, 2022, this represents a fully diluted transaction value of approximately $165 million or $4.90 per Inland Bancorp share.

Byline currently estimates that pre-tax expense reductions associated with the transaction will be approximately 30% of Inland Bancorp’s expense base. The transaction is expected to be 8.1% accretive to Byline’s earnings per share in 2023 and 10.7% accretive in 2024, with an expected tangible book value per share dilution earn-back period of approximately 2.7 years using the crossover method.

The transaction has been approved unanimously by each company’s board of directors and is expected to close during the second quarter of 2023, and is subject to regulatory approvals, the approval of Inland Bancorp, Inc.’s stockholders, and the satisfaction of certain other closing conditions.

Stephens Inc. served as financial advisor to Byline, and Vedder Price P.C. served as Byline’s legal advisor. Piper Sandler & Co. served as financial advisor to Inland, and Barack Ferrazzano Kirschbaum & Nagelberg LLP served as Inland’s legal advisor.

Presentation

A slide presentation relating to the transaction can be accessed on the “News and Events” page of Byline’s website at www.bylinebancorp.com.

About Byline Bancorp, Inc.

Headquartered in Chicago, Byline Bancorp, Inc. is the parent company of Byline Bank, a full-service commercial bank serving small- and medium-sized businesses, financial sponsors, and consumers. Byline Bank has approximately $7.3 billion in assets and operates more than 30 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 five Small Business Administration lenders in the United States.