EX-99.1
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exhibit991centralmergercom.htm
EXHIBIT 99.1
Exhibit 99.1 Central Merger Completion Press Release
Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
Contact:
Charles N. Funk
Kurt R. Weise
President & CEO
Executive Vice President
319.356.5800
763.542.3001
MidWestOne Financial Group, Inc. Completes Merger with Central Bancshares, Inc.
Iowa City, Iowa, May 1, 2015 - (NASDAQ - MOFG) MidWestOne Financial Group, Inc. ("MidWestOne"), the parent company of MidWestOne Bank, announced that on May 1, 2015 it completed its previously announced merger with Central Bancshares, Inc. ("Central"), parent of Central Bank, headquartered in Golden Valley, Minnesota.
Charles N. Funk, President and Chief Executive Officer of MidWestOne, stated "This is an exciting time for MidWestOne. We are excited to welcome the staff of Central Bank to our company. As we blend the cultures of two fine banks, we begin a new chapter in the 80 year history of this company".
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About MidWestOne Financial Group, Inc.
MidWestOne Financial Group, Inc. is a financial holding company headquartered in Iowa City, Iowa. The Company has two bank subsidiaries, MidWestOne Bank, headquartered in Iowa City, Iowa, and Central Bank, headquartered in Golden Valley, Minnesota. The Company also has an insurance subsidiary, MidWestOne Insurance Services, Inc., which provides personal and business insurance services in Iowa. MidWestOne Financial Group, Inc. common stock is traded on the NASDAQ Global Select Market under the symbol "MOFG".
Cautionary Note Regarding Forward-Looking Statements
This release contains certain "forward-looking statements" within the meaning of such term in the Private Securities Litigation Reform Act of 1995. We and our authorized representatives may, from time to time, make written or oral statements that are "forward-looking" and provide information other than historical information. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement. These factors include, among other things, the factors listed below. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of our management and on information currently available to management, are generally identifiable by the use of words such as "believe", "expect", "anticipate", "should", "could", "would", "plans", "intend", "project", "estimate", "forecast", "may" or similar expressions. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, these statements. Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Additionally, we undertake no obligation to update any statement in light of new information or future events, except as required under federal securities law.
Factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to, the following: (1) credit quality deterioration or pronounced and sustained reduction in real estate market values could cause an increase in the allowance for credit losses and a reduction in net earnings; (2) the risks of mergers, including with Central Bancshares, including, without limitation, the related time and costs of implementing such transactions, integrating operations as part of these transactions and possible failures to achieve expected gains, revenue growth and/or expense savings from such transactions; (3) our management's ability to reduce and effectively manage interest rate risk and the impact of interest rates in general on the volatility of our net interest income; (4) changes in the economic environment, competition, or other factors that may affect our ability to acquire loans or influence the anticipated growth rate of loans and deposits and the quality of the loan
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portfolio and loan and deposit pricing; (5) fluctuations in the value of our investment securities; (6) governmental monetary and fiscal policies; (7) legislative and regulatory changes, including changes in banking, securities and tax laws and regulations and their application by our regulators (particularly with respect to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the extensive regulations to be promulgated thereunder, as well as the Basel III Rules, which became effective January 1, 2015), and changes in the scope and cost of Federal Deposit Insurance Corporation insurance and other coverages; (8) the ability to attract and retain key executives and employees experienced in banking and financial services; (9) the sufficiency of the allowance for loan losses to absorb the amount of actual losses inherent in our existing loan portfolio; (10) our ability to adapt successfully to technological changes to compete effectively in the marketplace; (11) credit risks and risks from concentrations (by geographic area and by industry) within our loan portfolio; (12) the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds, and other financial institutions operating in our markets or elsewhere or providing similar services; (13) the failure of assumptions underlying the establishment of allowances for loan losses and estimation of values of collateral and various financial assets and liabilities; (14) volatility of rate-sensitive deposits; (15) operational risks, including data processing system failures or fraud; (16) asset/liability matching risks and liquidity risks; (17) the costs, effects and outcomes of existing or future litigation; (18) changes in general economic or industry conditions, nationally or in the communities in which we conduct business; (19) changes in accounting policies and practices, as may be adopted by state and federal regulatory agencies and the Financial Accounting Standards Board; and (20) other risk factors detailed from time to time in Securities and Exchange Commission filings made by the Company.
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EX - 99 . 1 3 exhibit991centralmergercom . htm EXHIBIT 99 . 1 Exhibit 99 . 1 Central Merger Completion Press Release Exhibit 99 . 1 NEWS RELEASE FOR IMMEDIATE RELEASE Contact : Charles N . Funk Kurt R . Weise President & CEO Executive Vice President 319 . 356 . 5800 763 . 542 . 3001 MidWestOne Financial Group , Inc . Completes Merger with Central Bancshares , Inc . Iowa City , Iowa , May 1 , 2015 - ( NASDAQ - MOFG ) MidWestOne Financial Group , Inc . ( " MidWestOne " ) , the parent company of MidWestOne Bank , announced that on May 1 , 2015 it completed its previously announced merger with Central Bancshares , Inc . ( " Central " ) , parent of Central Bank , headquartered in Golden Valley , Minnesota . Charles N . Funk , President and Chief Executive Officer of MidWestOne , stated " This is an exciting time for MidWestOne . We are excited to welcome the staff of Central Bank to our company . As we blend the cultures of two fine banks , we begin a new chapter in the 80 year history of this company " . - end - About MidWestOne Financial Group , Inc . MidWestOne Financial Group , Inc . is a financial holding company headquartered in Iowa City , Iowa . The Company has two bank subsidiaries , MidWestOne Bank , headquartered in Iowa City , Iowa , and Central Bank , headquartered in Golden Valley , Minnesota . The Company also has an insurance subsidiary , MidWestOne Insurance Services , Inc . , which provides personal and business insurance services in Iowa . MidWestOne Financial Group , Inc . common stock is traded on the NASDAQ Global Select Market under the symbol " MOFG " . Cautionary Note Regarding Forward - Looking Statements This release contains certain " forward - looking statements " within the meaning of such term in the Private Securities Litigation Reform Act of 1995 . We and our authorized representatives may , from time to time , make written or oral statements that are " forward - looking " and provide information other than historical information . These statements involve known and unknown risks , uncertainties and other factors that may cause actual results to be materially different from any results , levels of activity , performance or achievements expressed or implied by any forward - looking statement . These factors include , among other things , the factors listed below . Forward - looking statements , which may be based upon beliefs , expectations and assumptions of our management and on information currently available to management , are generally identifiable by the use of words such as " believe " , " expect " , " anticipate " , " should " , " could " , " would " , " plans " , " intend " , " project " , " estimate " , " forecast " , " may " or similar expressions . These forward - looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed in , or implied by , these statements . Readers are cautioned not to place undue reliance on any such forward - looking statements , which speak only as of the date made . Additionally , we undertake no obligation to update any statement in light of new information or future events , except as required under federal securities law . Factors that could cause actual results to differ materially from the results anticipated or projected include , but are not limited to , the following : ( 1 ) credit quality deterioration or pronounced and sustained reduction in real estate market values could cause an increase in the allowance for credit losses and a reduction in net earnings ; ( 2 ) the risks of mergers , including with Central Bancshares , including , without limitation , the related time and costs of implementing such transactions , integrating operations as part of these transactions and possible failures to achieve expected gains , revenue growth and / or expense savings from such transactions ; ( 3 ) our management 's ability to reduce and effectively manage interest rate risk and the impact of interest rates in general on the volatility of our net interest income ; ( 4 ) changes in the economic environment , competition , or other factors that may affect our ability to acquire loans or influence the anticipated growth rate of loans and deposits and the quality of the loan 1 portfolio and loan and deposit pricing ; ( 5 ) fluctuations in the value of our investment securities ; ( 6 ) governmental monetary and fiscal policies ; ( 7 ) legislative and regulatory changes , including changes in banking , securities and tax laws and regulations and their application by our regulators ( particularly with respect to the Dodd - Frank Wall Street Reform and Consumer Protection Act and the extensive regulations to be promulgated thereunder , as well as the Basel III Rules , which became effective January 1 , 2015 ) , and changes in the scope and cost of Federal Deposit Insurance Corporation insurance and other coverages ; ( 8 ) the ability to attract and retain key executives and employees experienced in banking and financial services ; ( 9 ) the sufficiency of the allowance for loan losses to absorb the amount of actual losses inherent in our existing loan portfolio ; ( 10 ) our ability to adapt successfully to technological changes to compete effectively in the marketplace ; ( 11 ) credit risks and risks from concentrations ( by geographic area and by industry ) within our loan portfolio ; ( 12 ) the effects of competition from other commercial banks , thrifts , mortgage banking firms , consumer finance companies , credit unions , securities brokerage firms , insurance companies , money market and other mutual funds , and other financial institutions operating in our markets or elsewhere or providing similar services ; ( 13 ) the failure of assumptions underlying the establishment of allowances for loan losses and estimation of values of collateral and various financial assets and liabilities ; ( 14 ) volatility of rate - sensitive deposits ; ( 15 ) operational risks , including data processing system failures or fraud ; ( 16 ) asset / liability matching risks and liquidity risks ; ( 17 ) the costs , effects and outcomes of existing or future litigation ; ( 18 ) changes in general economic or industry conditions , nationally or in the communities in which we conduct business ; ( 19 ) changes in accounting policies and practices , as may be adopted by state and federal regulatory agencies and the Financial Accounting Standards Board ; and ( 20 ) other risk factors detailed from time to time in Securities and Exchange Commission filings made by the Company . 2