Byline Bancorp, Inc. (NYSE:BY) entered into a definitive merger agreement to acquire Inland Bancorp, Inc. for approximately $170 million on November 30, 2022. Under the terms of the definitive agreement, the exchange ratio will be equal to 0.19 share of Byline common stock and the cash consideration will be equal to $0.68, for each share of Inland common stock issued and outstanding at closing. Byline will issue approximately 6.4 million shares of common stock and pay $22.9 million in cash to Inland Bancorp, Inc. stockholders, subject to adjustment per the terms of the merger agreement. This represents a fully diluted transaction value of approximately $165 million or $4.90 per Inland Bancorp share. Post deal completion, Byline Bancorp shall own 85% while Inland Bancorp shall own 15% of the combined company. The deal includes Inland Bancorp's wholly owned subsidiary, Inland Bank and Trust. In case of termination of the transaction under certain circumstances, Inland will pay a termination fee of $6.84 million. As at September 30, 2022, Inland Bancorp reported total assets of $1.2 billion.

Post completion, one mutually agreed upon director will be appointed to Byline Bancorp's Board of Directors. The transaction has been approved unanimously by each company?s board of directors and is subject to regulatory approvals, the approval of Inland Bancorp, Inc.?s stockholders, the shares of Byline Common Stock to be issued in the Merger shall have been approved for listing on the NYS, the registration statement shall have been declared effective and the satisfaction of certain other closing conditions. As of April 17, 2023, Byline Bancorp, Inc. has received all of the regulatory approvals required to complete the transaction. The closing of the proposed merger remains subject to certain customary closing conditions. The merger is expected to close on or about June 1, 2023. The transaction is expected to be 8.1% accretive to Byline?s earnings per share in 2023 and 10.7% accretive in 2024. Stephens Inc. served as financial advisor to Byline, and Daniel C. McKay of Vedder Price P.C. served as Byline?s legal advisor. Piper Sandler & Co. served as financial advisor to Inland, and Robert M. Fleetwood of Barack Ferrazzano Kirschbaum & Nagelberg LLP served as Inland?s legal advisor. American Stock Transfer & Trust Company, LLC is the transfer agent for Byline Bancorp stock. Piper Sandler will receive a fee in an amount equal to 1.25% of the aggregate purchase price plus 1.00% of the amount by which the aggregate purchase price exceeds $202.0 million, if any, which fee is contingent upon the closing of the merger. At the time of announcement of the merger Piper Sandler?s fee was approximately $2,059,500. Piper Sandler also received a $250,000 fee from Inland upon rendering its opinion, which opinion fee will be credited in full towards the advisory fee which will become payable to Piper Sandler upon closing of the merger.

Byline Bancorp, Inc. (NYSE:BY) completed the acquisition of Inland Bancorp, Inc. for approximately $150 million on June 30, 2023. Inland Bancorp, Inc. was merged with and into Byline Bancorp, Inc. As reported, the consideration consisted of cash payment of $ 21.2 million, 5,932,323 shares of common stock issued with respect to the outstanding shares of Inland common stock. In addition, options to acquire 288,200 shares of Inland common stock that were outstanding at the effective time were canceled, at the option holders' election, in exchange for a cash payment in accordance with the merger agreement of $ 424,000 to be paid after the closing date. As a result of the merger, Inland?s subsidiary bank, Inland Bank and Trust, was merged with and into Byline Bank, with Byline Bank as the surviving bank. Also in connection with the closing of the transaction, Pamela C. Stewart, Senior Vice President and Director of Asset Management for Inland National Development Company LLC, was appointed to the Board of Directors of Byline Bancorp and Byline Bank, effective as of July 1, 2023