NAPERVILLE, Ill. - First Midwest Bancorp has entered into a definitive agreement to acquire CF Bancorp, the holding company of Citizens Federal Bank of Davenport, Iowa.

Under the agreement, CF shareholders will receive 1.4545 shares of First Midwest common stock for each share of CF common stock owned in a tax-free exchange.

Based on First Midwest's May 31 closing price of $24.25, each share of CF common stock will be worth $35.27, with the transaction valued at approximately $32.3 million.

In connection with the agreement, CF has granted First Midwest an option to purchase up to 19.9% of the common shares of CF under certain circumstances if the transaction is terminated.

The merger, subject to shareholder regulatory approvals, is expected to be completed late this year or early next year.

Following the merger, First Midwest will have $3.1 billion of assets and operate trust, investment management, and mortgage business in 54 offices. As such, it is Illinois' third-largest bank holding company with approximately 80% of its assets situated in metropolitan Chicago.

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