Mergers & Acquisitions

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Deal Overview

Buyer:
MB Financial, Inc.
Actual Acquirer:
MB Financial Bank, N.A.
Target:
First Oak Brook Bancshares, Inc.
Deal Type:
Bank & Thrift Company
Agreement Date:
5/1/2006
Announcement Date:
5/1/2006
Announced Deal Value ($ M):
372.59
Status:
Completed
Completion Date:
8/25/2006
Announced Deal Value Per Share ($ )
36.46

Consideration Breakout
Cash ($M) 73.8
Common Stock ($M) 304.4
Common Stock Issued 8,325,745

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 271.5 275.9
Price / Tangible Book (%) 271.6 275.9
Price / Earnings (x) 23.1 25.0
Price / Deposits (%) 19.55 19.76
Price / Assets (%) 16.02 16.01
Tangible Book Premium/ Deposits (%) 18.79 19.09
Deal Terms
Description of Consideration

MB Financial Inc. issued 8,325,745 shares and paid $73.8 million in cash for each outstanding share of First Oak Brook Bancshares common stock. Options will be exchanged for additional stock consideration.

Accounting Method Purchase
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? In Market
Goodwill Generated ($ 000) 253,783
Estimated Cost Savings (%) 27.00
Estimated Cost Savings ($ 000) 12,600
Est. Restructuring Charges ($ 000) 9,994
Maximum Termination Fee ($ 000) 13,000
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) 18,233
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Goldman Sachs & Co. LLC
Seller Yes Keefe Bruyette & Woods Inc.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Silver Freedman Taff & Tiernan
Seller Yes Vedder Price PC
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