USBN Q3 2018

US BUSINESS NEWS / Q3 2018 5 NEWS , MidWestOne Fi- nancial Group, Inc. (“MidWestOne”) and ATBancorp have recently jointly an- nounced the execution of a defin- itive merger agreement providing for the acquisition of ATBancorp by MidWestOne in a transaction valued at approximately $170.3 million based on MidWestOne’s August 20, 2018 stock price of $32.92 per share. The combined company will have approximately $4.7 billion in assets with over 60 branches throughout Iowa, Minnesota, Wisconsin, Florida and Colorado. “We are very pleased and delighted that ATBancorp has agreed to join with MidWestOne, creating one of the premier bank- ing franchises headquartered in Iowa,” commented Charles Funk, President and Chief Executive Officer of MidWestOne. “ATBan- corp has a rich heritage in one of Iowa’s finest cities. For over a century their company has evolved, extending their brand to the Dyersville area west of Dubu- que, to Southwest Wisconsin and westward to Des Moines. We are appreciative of the excellence ATBancorp has shown in taking care of their customers and we envision a solid melding of our similar cultures.” “We are very excited to join Mid- WestOne,” said Nicholas Schrup III, ATBancorp’s Chairman and President. “MidWestOne shares our commitment to providing re- lationship banking together with responsive customer service. As part of the MidWestOne team, we will continue to provide the highly personalized experience our clients have come to expect while providing these clients with an expanded suite of products and services. This partnership will be a long-term benefit to our shareholders, clients and the communities we serve.” ATBancorp operates 12 branch- es in Iowa and five branches in Southwest Wisconsin. American Trust & Savings Bank was found- ed in 1911 and ranks second in total market deposits in Dubuque County. As of June 30, 2018, AT- Bancorp had approximately $1.4 billion in total assets with $1.1 Tuff Shed, Inc., one of America’s leading supplier of storage buildings and garag- es, announced that it has acquired substantially all the assets of New Hampshire-based Sheds USA. The acquisition cre- ates a new presence in the North- east for Tuff Shed and extends Tuff Shed’s service area to all of the contiguous United States. The asset purchase of Sheds USA is the latest in a string of recent milestones for privately-based Tuff Shed. In late 2017, the company sold and installed its one millionth building. It also enjoyed record annual revenue of $268 Million in 2017, thanks to expanding into new markets as well as growing same store sales. In June of this year, Tuff Shed became partly owned by its employees when it launched an Employee Stock Ownership Plan (ESOP). Sheds USA has been an installed service provider with The Home Depot, and at the time of the acquisition, sold its products in 461 Home Depot stores in the North- east. Tuff Shed, also an installed service provider in the shed and garage category, will now take over the servicing of those 461 stores, cementing its partnership with The Home Depot and increasing its reach to all 1,946 Home Depot stores in the contiguous U.S. For Tuff Shed founder and Presi- dent Tom Saurey, the development is a dream come true. “Even when I first started Tuff Shed, back in 1981, I could envision a company that provided quality buildings to customers all across the country,” says Saurey. “While we’ve had locations coast-to-coast for several years, we haven’t had a presence in the Northeast. Now we do, and I’m delighted to say we service all of the lower 48 U.S. states.” The Northeast will become Tuff Shed’s sixth region, with the estab- lishment of a regional manage- ment team as part of this expan- sion and integration effort. Sheds USA operations have been based in Portsmouth, NH and Tuff Shed’s preliminary plan is to continue with some of its operations there. Tuff Shed expects to transition to its model of more localized pro- duction to service the new territo- ry and is working to establish ad- ditional manufacturing locations in the area. The company has set preliminary revenue targets for 2019 upward of $350 Million. Besides the access to new customers in the Northeast, the acquisition made sense for Tuff Shed because of both company’s rich histories. “Like we have here at Tuff Shed, Sheds USA has a long history in this business; car- ing about its people, its customers and its products,” says Saurey. “We aim to honor this history by continuing to provide great prod- ucts and services to customers and a great work environment for employees and contractors.” TUFF SHED products include wooden backyard storage sheds, larger commercial storage build- ings, garages and cabin shells. The company works with its cus- tomers to design and accessorize buildings, then pre-fabricates key building components at its manufacturing facilities so it can deliver and install buildings on the customer site. Over its 37 years Tuff Shed has designed, fabricated and installed more than one million buildings across the country. billion in deposits, of which 84% were core deposits and $1.1 billion in loans. ATBancorp had over $1.1 billion in trust assets under administration, as of June 30, 2018, that would be acquired pursuant to the transaction. As of June 30, 2018, MidWestOne had assets of approximately $3.3 billion, operating 24 branches in Iowa, 13 branches in Minnesota, four branches in Wisconsin, two branches in Florida, and one branch in Colorado. Following the acquisition, Mid- WestOne will add two additional board members to its Board of Directors. There are no planned changes to MidWestOne’s current executive management team. Under terms of the definitive merger agreement, the aggre- gate consideration to be paid by MidWestOne for ATBancorp will consist of stock consideration at an exchange ratio of 117.5500x and fixed cash consideration of $34.8 million. MidWestOne ex- pects the transaction to be 15%+ accretive to its earnings per share in 2019 (excluding onetime transaction expenses) and 2020. The definitive merger agreement has been unanimously approved by the boards of directors of both companies. The acquisition is expected to close during the first quarter of 2019 and is subject to approval by ATBancorp’s and MidWestOne’s respective share- holders and regulatory agencies, as well as other customary closing conditions. Piper Jaffray & Co. acted as financial advisor and Shapiro Bieging Barber Otteson LLP served as legal counsel to MidWestOne. Sandler O’Neill + Partners, L.P. acted as financial advisor and Barack Ferrazzano Kirschbaum & Nagelberg LLP served as legal counsel to ATBancorp. Tuff Shed, Inc. Acquires Sheds USA New presence inNortheast extends service area to all lower 48 U.S. States.

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