Old National Bancorp (NasdaqGS:ONB) entered into a definitive merger agreement to acquire First Midwest Bancorp, Inc. (NasdaqGS:FMBI) in a merger of equals transaction for $2.5 billion on May 30, 2021. Old National acquires First Midwest in an all-stock merger of equals transaction with a total market value of $6.5 billion. Under the terms of the merger agreement, First Midwest stockholders will receive 1.1336 shares of Old National common stock for each share of First Midwest common stock they own. Following completion of the transaction, former First Midwest stockholders are expected to collectively represent approximately 44% of the combined company. The merger agreement provides certain termination rights for both Old National and First Midwest and further provides that a termination fee of $97 million will be payable by either Old National or First Midwest, as applicable, upon termination of the merger.

The new organization will operate under the Old National Bancorp and Old National Bank names, with dual headquarters in Evansville, Indiana and Chicago, Illinois. Michael Scudder, Chairman and Chief Executive Officer of First Midwest Bancorp, will serve as the Executive Chairman and Jim Ryan, Chairman and Chief Executive Officer of Old National Bancorp, will maintain his role as Chief Executive Officer. Additional leadership positions for the combined entity include: Mark Sander, President and Chief Operating Officer (First Midwest); Jim Sandgren, Chief Executive Officer of Commercial Banking (Old National); Brendon Falconer, Chief Financial Officer (Old National); Kendra Vanzo, Chief Administrative Officer (Old National); Kevin Geoghegan, Chief Credit Officer (First Midwest); Thomas Prame, Chief Executive Officer of Community Banking (First Midwest); Chady AlAhmar, Chief Executive Officer of Wealth Management (Old National). The Board of Directors of the combined company will have 16 directors, consisting of 8 directors from Old National and 8 directors from First Midwest. Becky Skillman, lead independent director for Old National, will retain this position in the combined company.

The transaction is subject to customary closing conditions, including regulatory and shareholder approvals, S-4 shall have become effective under the Securities Act and the authorization for listing on NASDAQ, subject to official notice of issuance, of the Old National common stock and new Old National preferred stock to be issued in the merger. The agreement is unanimously approved by the Boards of Directors of both companies. The Old National and First Midwest board of directors unanimously recommends that holders of Old National common stock vote “FOR” the Old National merger proposal. Shareholders of Old National will hold a meeting on September 15, 2021 to approve the transaction. The registration statement was declared effective by the SEC on July 27, 2021. As on August 19, 2021, the transaction was approved by the Office of the Comptroller of the Currency. On September 15, 2021, First Midwest stockholders and Old National shareholders approved the transaction at respective special meetings. As of January 27, 2022, the merger has received Federal Reserve approval. The transaction is expected to close in late 2021 or early 2022. The merger is currently expected to complete in the fourth quarter of 2021. As of January 19, 2022, expects to close the transaction early this year. As of January 27, 2022, the transaction is expected to close on or before March 1, 2022. The transaction is expected to be 22% accretive to Old National and 35% to First Midwest earnings per share in 2022, assuming $109 million of projected cost savings. As of February 2, 2022, the proposed merger of Old National and First Midwest pursuant to the Merger Agreement is expected to occur after the close of business and after the end of regular trading hours on the NASDAQ Stock Market on February 15, 2022, subject to the satisfaction or waiver of the remaining closing conditions set forth in the Merger Agreement. As of February 10, 2022, the transaction is expected to close on March 1, 2022. As of February 15, 2022, the transaction expected to be completed on or about February 16, 2022.

Keefe, Bruyette & Woods, A Stifel Company, served as exclusive financial advisor and fairness opinion provider and James J. Barresi of Squire Patton Boggs (US) LLP acted as legal advisor to Old National. Old National agreed to pay KBW a total cash fee of $15 million, of which $3.5 million became payable to KBW with the rendering of KBW's opinion and the balance of which is contingent upon the closing of the merger. J.P. Morgan Securities LLC served as exclusive financial advisor and fairness opinion provider and Matthew M. Friestedt and Mark J. Menting of Sullivan & Cromwell LLP acted as legal advisor to First Midwest. First Midwest has agreed to pay J.P. Morgan a fee of $25 million, $5 million of which became payable upon the delivery of J.P. Morgan's opinion. Simpson Thacher & Bartlett LLP acted as legal advisor to J.P. Morgan Securities LLC. Computershare Trust Company, N.A. and Computershare Inc. will be the joint depositary and transfer agent and registrar for new Old National preferred stock. Continental Stock Transfer & Trust Company acted as transfer agent to Old National. Georgeson LLC acted as the information agent to Old National and will receive a fee of $13,000 for its services. Georgeson LLC also acted as the information agent to First Midwest and will receive a fee of $12,000 for its services.

Old National Bancorp (NasdaqGS:ONB) completed the acquisition of First Midwest Bancorp, Inc. (NasdaqGS:FMBI) in a merger of equals transaction on February 15, 2022. The combined company's Board of Directors consists of 16 members with eight directors from Old National and eight directors from First Midwest: Mike Scudder, Executive Chairman; Becky Skillman, Lead Independent Director; Barbara Boigegrain; Tom Brown; Kathryn Hayley; Pete Henseler; Dan Hermann; Ryan Kitchell; Austin Ramirez; Ellen Rudnick; Jim Ryan; Tom Salmon; Michael Small; Derrick Stewart; Steve Van Ardsell; and Kathy White. Shares of First Midwest ceased trading after the closing of the NASDAQ stock market on February 15, 2022. Upon closing of the transaction, the separate existence of First Midwest ceased.