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Anchor BanCorp Wisconsin Inc.

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Preview Full Doc	2006	Agreement and Plan of Merger Agreement and Plan of Merger (291K) Doc #2176624: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER by and between REPUBLIC BANCORP INC. and CITIZENS BANKING CORPORATION --------------------- DATED AS OF JUNE 26, 2006 TABLE OF CONTENTS ARTICLE I THE MERGER 1.1 The Merger........................................ . . . 2176624	Anchor BanCorp Anchor BanCorp Wisconsin Inc. ( S&Ls/Savings Banks ) As referenced in this Agreement and Plan of Merger: Anchor Bancorp Wisconsin Inc. – National Bancorp 7.2% Wintrust Financial Corp. 6.7% MB Financial Inc. 5.3% Amcore Financial Inc. 3.9% Chemical Financial Corp. 4.0% First Financial Bancorp (Ohio) 3.2% Anchor Bancorp Wisconsin Inc. 3.5% Irwin Financial Corp. 3.2% 1st Source Corp. 3.3% Independent Bank Corp. (Michigan) 3.1% {PAGE} Exhibit B Citizens Bylaw Amendment The Bylaws of Citizens as _____________ dt 1637707 ; Fannie Mae Federal National Mortgage Association ( Associations ) As referenced in this Agreement and Plan of Merger: Federal National Mortgage Association – II Issuer by the Government National Mortgage Association; (iii) by the Department of Veteran's Affairs to originate and service VA loans; and (iv) as a seller/servicer by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation to originate and service conventional residential mortgage Loans (each such entity being referred to herein as an "Agency" and, collectively, the "Agencies"). ( _____________ dt 1606780 ; FirstMerit FirstMerit Corp. ( Regional Banks ) As referenced in this Agreement and Plan of Merger: FirstMerit Corp. – Hartman Title: Chairman, President and CEO Signature Page to Agreement and Plan of Merger {PAGE} Exhibit A Index Group Members and Weights Company Weight ------- ------ Sky Financial Group Inc. 14.5% FirstMerit Corp. 9.6% First Midwest Bancorp 9.9% MAF Bancorp Inc. 7.8% UMB Financial Corp. 7.6% Park National Corp. 7.2% Old National Bancorp 7.2% Wintrust Financial _____________ dt 1611185 ;	Goldman, Sachs Goldman, Sachs & Co. ( Investment Services ) As referenced in this Agreement and Plan of Merger: Goldman, Sachs & Co. – or finder or incurred any liability for any broker's fees, commissions or finder's fees in connection with the Merger or related transactions contemplated by this Agreement, other than Goldman, Sachs & Co. pursuant to a letter agreement between Republic and Goldman, Sachs & Co., a true, complete and correct copy of which has been previously delivered to Citizens. 3.8 Absence of _____________ Goldman, Sachs & Co. – commissions or finder's fees in connection with the Merger or related transactions contemplated by this Agreement, other than Goldman, Sachs & Co. pursuant to a letter agreement between Republic and Goldman, Sachs & Co. , a true, complete and correct copy of which has been previously delivered to Citizens. 3.8 Absence of Certain Changes or Events. (a) Since December 31, 2005, no event _____________ Goldman, Sachs & Co. – the transactions contemplated by this Agreement should not be obtained on a timely basis. 3.22 Opinions. Prior to the execution of this Agreement, Republic has received an opinion from Goldman, Sachs & Co. to the effect that as of the date of such opinion and based upon and subject to the matters set forth in such opinion, the aggregate Merger Consideration is _____________ dt 1618345 ; Independent Bank Independent Bank Corp. ( Regional Banks ) As referenced in this Agreement and Plan of Merger: Independent Bank Corp. – Inc. 3.9% Chemical Financial Corp. 4.0% First Financial Bancorp (Ohio) 3.2% Anchor Bancorp Wisconsin Inc. 3.5% Irwin Financial Corp. 3.2% 1st Source Corp. 3.3% Independent Bank Corp. (Michigan) 3.1% {PAGE} Exhibit B Citizens Bylaw Amendment The Bylaws of Citizens as of the Effective Time shall be amended to include the following new Article III, Section _____________ dt 1637319 ; More...
Preview Full Doc	2006	Agreement and Plan of Merger Agreement and Plan of Merger (291K) Doc #2186965: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER by and between REPUBLIC BANCORP INC. and CITIZENS BANKING CORPORATION --------------------- DATED AS OF JUNE 26, 2006 TABLE OF CONTENTS ARTICLE I THE MERGER 1.1 The Merger........................................ . . . 2186965	Anchor BanCorp Anchor BanCorp Wisconsin Inc. ( S&Ls/Savings Banks ) As referenced in this Agreement and Plan of Merger: Anchor Bancorp Wisconsin Inc. – National Bancorp 7.2% Wintrust Financial Corp. 6.7% MB Financial Inc. 5.3% Amcore Financial Inc. 3.9% Chemical Financial Corp. 4.0% First Financial Bancorp (Ohio) 3.2% Anchor Bancorp Wisconsin Inc. 3.5% Irwin Financial Corp. 3.2% 1st Source Corp. 3.3% Independent Bank Corp. (Michigan) 3.1% {PAGE} Exhibit B Citizens Bylaw Amendment The Bylaws of Citizens as _____________ dt 1637708 ; Fannie Mae Federal National Mortgage Association ( Associations ) As referenced in this Agreement and Plan of Merger: Federal National Mortgage Association – II Issuer by the Government National Mortgage Association; (iii) by the Department of Veteran's Affairs to originate and service VA loans; and (iv) as a seller/servicer by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation to originate and service conventional residential mortgage Loans (each such entity being referred to herein as an "Agency" and, collectively, the "Agencies"). ( _____________ dt 1606782 ; Citizens Banking Citizens Banking Corp. ( Regional Banks ) ;	FirstMerit FirstMerit Corp. ( Regional Banks ) As referenced in this Agreement and Plan of Merger: FirstMerit Corp. – Hartman Title: Chairman, President and CEO Signature Page to Agreement and Plan of Merger {PAGE} Exhibit A Index Group Members and Weights Company Weight ------- ------ Sky Financial Group Inc. 14.5% FirstMerit Corp. 9.6% First Midwest Bancorp 9.9% MAF Bancorp Inc. 7.8% UMB Financial Corp. 7.6% Park National Corp. 7.2% Old National Bancorp 7.2% Wintrust Financial _____________ dt 1611186 ; Goldman, Sachs Goldman, Sachs & Co. ( Investment Services ) As referenced in this Agreement and Plan of Merger: Goldman, Sachs & Co. – or finder or incurred any liability for any broker's fees, commissions or finder's fees in connection with the Merger or related transactions contemplated by this Agreement, other than Goldman, Sachs & Co. pursuant to a letter agreement between Republic and Goldman, Sachs & Co., a true, complete and correct copy of which has been previously delivered to Citizens. 3.8 Absence of _____________ Goldman, Sachs & Co. – commissions or finder's fees in connection with the Merger or related transactions contemplated by this Agreement, other than Goldman, Sachs & Co. pursuant to a letter agreement between Republic and Goldman, Sachs & Co. , a true, complete and correct copy of which has been previously delivered to Citizens. 3.8 Absence of Certain Changes or Events. (a) Since December 31, 2005, no event _____________ Goldman, Sachs & Co. – the transactions contemplated by this Agreement should not be obtained on a timely basis. 3.22 Opinions. Prior to the execution of this Agreement, Republic has received an opinion from Goldman, Sachs & Co. to the effect that as of the date of such opinion and based upon and subject to the matters set forth in such opinion, the aggregate Merger Consideration is _____________ dt 1618352 ; More...
Preview Full Doc	2006	Agreement and Plan of Merger Agreement and Plan of Merger (298K) Doc #2186966: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER by and between REPUBLIC BANCORP INC. and CITIZENS BANKING CORPORATION --------------------- DATED AS OF JUNE 26, 2006 TABLE OF CONTENTS Page ARTICLE I . . . 2186966	Anchor BanCorp Anchor BanCorp Wisconsin Inc. ( S&Ls/Savings Banks ) As referenced in this Agreement and Plan of Merger: Anchor Bancorp Wisconsin Inc. – National Bancorp 7.2% Wintrust Financial Corp. 6.7% MB Financial Inc. 5.3% Amcore Financial Inc. 3.9% Chemical Financial Corp. 4.0% First Financial Bancorp (Ohio) 3.2% Anchor Bancorp Wisconsin Inc. 3.5% Irwin Financial Corp. 3.2% 1st Source Corp. 3.3% Independent Bank Corp. (Michigan) 3.1% A-1 {PAGE} Exhibit B CITIZENS BYLAW AMENDMENT THE BYLAWS OF _____________ dt 1637709 ; Fannie Mae Federal National Mortgage Association ( Associations ) As referenced in this Agreement and Plan of Merger: Federal National Mortgage Association – II Issuer by the Government National Mortgage Association; (iii) by the Department of Veteran's Affairs to originate and service VA loans; and (iv) as a seller/servicer by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation to originate and service conventional residential mortgage Loans (each such entity being referred to herein as an "AGENCY" and, collectively, the "AGENCIES"). ( _____________ dt 1606783 ; Citizens Banking Citizens Banking Corp. ( Regional Banks ) ;	FirstMerit FirstMerit Corp. ( Regional Banks ) As referenced in this Agreement and Plan of Merger: FirstMerit Corp. – Hartman Title: Chairman, President and CEO SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER {PAGE} Exhibit A INDEX GROUP MEMBERS AND WEIGHTS COMPANY WEIGHT Sky Financial Group Inc. 14.5% FirstMerit Corp. 9.6% First Midwest Bancorp 9.9% MAF Bancorp Inc. 7.8% UMB Financial Corp. 7.6% Park National Corp. 7.2% Old National Bancorp 7.2% Wintrust Financial _____________ dt 1611187 ; Goldman, Sachs Goldman, Sachs & Co. ( Investment Services ) As referenced in this Agreement and Plan of Merger: Goldman, Sachs & Co. – or finder or incurred any liability for any broker's fees, commissions or finder's fees in connection with the Merger or related transactions contemplated by this Agreement, other than Goldman, Sachs & Co. pursuant to a letter agreement between Republic and Goldman, Sachs & Co., a true, complete and correct copy of which has been previously delivered to Citizens. 3.8 ABSENCE OF _____________ Goldman, Sachs & Co. – commissions or finder's fees in connection with the Merger or related transactions contemplated by this Agreement, other than Goldman, Sachs & Co. pursuant to a letter agreement between Republic and Goldman, Sachs & Co. , a true, complete and correct copy of which has been previously delivered to Citizens. 3.8 ABSENCE OF CERTAIN CHANGES OR EVENTS. (a) Since December 31, 2005, no event _____________ Goldman, Sachs & Co. – the transactions contemplated by this Agreement should not be obtained on a timely basis. 3.22 OPINIONS. Prior to the execution of this Agreement, Republic has received an opinion from Goldman, Sachs & Co. to the effect that as of the date of such opinion and based upon and subject to the matters set forth in such opinion, the aggregate Merger Consideration is _____________ dt 1618353 ; More...
Preview Full Doc	2007	Anchor Bancorp Wisconsin, Inc. Anchor Bancorp Wisconsin, Inc. (161K) Doc #3007914: Click preview link for longer preview. EXHIBIT-2.1 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN S&C BANCO, INC. AND ANCHOR BANCORP WISCONSIN, INC. July 11, 2007 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 . . . 3007914	Anchor BanCorp Anchor BanCorp Wisconsin Inc. ( S&Ls/Savings Banks ) As referenced in this Anchor Bancorp Wisconsin, Inc.: ANCHOR BANCORP WISCONSIN, INC. – exv2w1 EX-2.1 2 c17417exv2w1.htm AGREEMENT AND PLAN OF MERGER EXHIBIT-2.1 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN S&C BANCO, INC. AND ANCHOR BANCORP WISCONSIN, INC. July 11, 2007 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 Section 1.1 The Mergers 2 Section 1.2 Effective Time 2 Section 1.3 Effect of _____________ Anchor BanCorp Wisconsin, Inc. – AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of July 11, 2007 (the ?Agreement?), between S&C Banco, Inc., a Wisconsin corporation (the ?Company?), and Anchor BanCorp Wisconsin, Inc. , a Wisconsin corporation (the ?Acquiror?). WHEREAS, the Boards of Directors of the Acquiror and the Company have each determined that it is fair to and in the best interests _____________ Anchor BanCorp Wisconsin, Inc. – Karen Grandstrand, Esq. Fredrikson & Byron, P.A. 200 South Sixth Street, Suite 4000 Minneapolis, Minnesota 55402-1425 (b) and if to Acquiror to: Mark D. Timmerman Executive Vice-President Anchor BanCorp Wisconsin, Inc. 25 Main Street Madison, Wisconsin 53703 with a copy to: W. Charles Jackson Michael Best & Friedrich, LLP 100 East Wisconsin Avenue Milwaukee, Wisconsin 53202 or to such other _____________ ANCHOR BANCORP WISCONSIN, INC. – 44 IN WITNESS WHEREOF, the Acquiror and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. ANCHOR BANCORP WISCONSIN, INC. Dated: ___, 2007 By: Mark D. Timmerman Executive Vice-President Attest: S&C BANCO, INC. Dated: ___, 2007 By: Charles S. Bullock President & CEO Attest: 45 Company _____________ dt 1801464