Mergers & Acquisitions

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Deal Overview

Buyer:
MB Financial, Inc.
Actual Acquirer:
MB Financial, Inc.
Target:
First SecurityFed Financial, Inc.
Deal Type:
Bank & Thrift Company
Agreement Date:
1/9/2004
Announcement Date:
1/9/2004
Announced Deal Value ($ M):
150.16
Status:
Completed
Completion Date:
5/28/2004
Announced Deal Value Per Share ($ )
35.25

Consideration Breakout
Cash ($M) 82.9
Common Stock ($M) 67.3
Common Stock Issued 1,996,849

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 157.0 149.3
Price / Tangible Book (%) 157.1 149.4
Price / Earnings (x) 15.8 16.4
Price / Deposits (%) 48.71 47.81
Price / Assets (%) 30.59 30.00
Tangible Book Premium/ Deposits (%) 30.28 26.60
Deal Terms
Description of Consideration

MB Financial paid $35.25 in cash or stock for each share of First SecurityFed, subject to adjustments if the stock consideration falls below 40% of the total consideration.

Accounting Method Purchase
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? Partial Overlap
Goodwill Generated ($ 000) 52,300
Estimated Cost Savings (%) 32.00
Estimated Cost Savings ($ 000) 2,000
Est. Restructuring Charges ($ 000) NA
Maximum Termination Fee ($ 000) 5,916
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) NA
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 7,000
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Sandler O'Neill & Partners LP
Seller Yes Hovde Financial Inc.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Silver Freedman Taff & Tiernan
Seller Yes Jenkens & Gilchrist PC
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