Illinois § 22

§ 22.

Merger procedure; resulting State bank. The merger procedure required of a State bank where there is to be a resulting State bank by consolidation or merger shall be: (1) The board of directors of each merging bank or insured savings association shall, by a majority of the entire board, approve a merger agreement that shall contain: (a) The name of each merging bank or insured savings association and its location and a list of each merging bank's or insured savings association's stockholders as of the date of the merger agreement; (b) With respect to the resulting bank (i) its name and place of business; (ii) the amount of Tier 1 capital; (iii) the classes and the number of shares of stock and the par value of each share; (iv) the designation of the continuing bank and the charter which is to be the charter of the resulting bank, together with the amendments to the continuing charter and to the continuing by-laws; and (v) a detailed financial statement showing the assets and liabilities after the proposed merger or consolidation; (c) Provisions stating the method, terms and conditions of carrying the merger into effect, including the manner of converting the shares of the merging banks or insured savings association into the cash, shares of stock or other securities of any corporation or other property, or any combination of the foregoing, stated in the merger agreement as to be received by the stockholders of each merging bank or insured savings association; (d) A statement that the agreement is subject to approval by the Commissioner and by the stockholders of each merging bank or insured savings association and that whether approved or disapproved the merging banks or insured savings association will pay the Commissioner's expenses of examination; (e) Provisions governing the manner of disposing of the shares of the resulting bank not taken by the dissenting stockholders of the merging banks or insured savings association; and (f) Such other provisions as the Commissioner may reasonably require to enable him to discharge his duties with respect to the merger. (2) After approval by the board of directors of each bank or insured savings association, the merger agreement shall be submitted to the Commissioner for approval, together with certified copies of the authorizing resolutions of each board of directors showing approval by a majority of the entire board of each bank or insured savings association. (3) After receipt by the Commissioner of the papers specified in paragraph (2), he shall approve or disapprove the merger agreement. The Commissioner shall not approve the merger agreement unless he shall be of the opinion and shall find: (a) That the resulting bank meets the requirements of this Act for the formation of a new bank at the proposed main banking premises of the resulting bank; (b) That the same matters exist with respect to the resulting bank which would have been required under Section 10 of this Act for the organization of a new bank; (c) That the merger agreement is fair to all persons affected; and (d) That the resulting bank will be operated in a safe and sound manner. If the Commissioner disapproves an agreement he shall state his objections and give an opportunity to the merging banks to amend the merger agreement to obviate such objections. (4) The Commissioner may impose such terms and conditions on the approval of the merger agreement as he deems necessary or appropriate. (5) If the Commissioner approves a merger agreement, he may revoke that approval if the merger has not been approved by the shareholders in accordance with Section 23 within 180 days after the date of the Commissioner's approval, unless a request has been submitted, in writing, to the Commissioner for an extension and the request has been approved. (6) The board of directors of a bank or insured savings association is under a continuing obligation until the Commissioner takes action on the application to furnish additional information if there are any material changes in circumstances after the merger agreement has been submitted which may affect the Commissioner's opinions and findings. (Source: P.A. 92-483, eff. 8-23-01.)