MB FINANCIAL, INC. | ||||
(Exact name of registrant as specified in its charter) | ||||
Maryland | 0-24566-01 | 36-4460265 | ||
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification Number) | ||
800 West Madison Street, Chicago, Illinois | 60607 | |||
(Address of principal executive offices) | (Zip Code) | |||
Registrant's telephone number, including area code: | (888) 422-6562 | |||
N/A | ||||
(Former name or former address, if changed since last report) | ||||
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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(a) | Financial statements of businesses acquired | |||||
The audited financial statements of Celtic as of June 30, 2012 and 2011 and for the fiscal years ended June 30, 2012 and 2011 are filed as Exhibit 99.1. | ||||||
The unaudited balance sheet of Celtic as of September 30, 2012 and the unaudited statements of income, comprehensive income and cash flows of Celtic for the three months ended September 30, 2012 and 2011 are filed as Exhibit 99.2. | ||||||
(b) | Pro forma financial information | |||||
The required unaudited pro forma combined condensed consolidated balance sheet as of September 30, 2012 and the required unaudited pro forma combined condensed consolidated statements of operations for the nine months ended September 30, 2012 and for the year ended December 31, 2011 are filed as Exhibit 99.3. | ||||||
(d) | Exhibits | |||||
23.1 | Consent of Independent Certified Public Accountants | |||||
99.1 | Audited financial statements of Celtic as of June 30, 2012 and 2011 and for the fiscal years ended June 30, 2012 and 2011 | |||||
99.2 | Unaudited balance sheet of Celtic as of September 30, 2012 and unaudited statements of income, comprehensive income and cash flows of Celtic for the three months ended September 30, 2012 and 2011 | |||||
99.3 | Unaudited pro forma combined condensed consolidated balance sheet as of September 30, 2012 and unaudited pro forma combined condensed consolidated statements of operations for the nine months ended September 30, 2012 and for the year ended December 31, 2011 | |||||
MB FINANCIAL, INC. | |||
Date: March 18, 2013
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By:
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/s/Jill E. York | |
Jill E. York | |||
Vice President and Chief Financial Officer | |||
23.1 | Consent of Independent Certified Public Accountants | |
99.1 | Audited financial statements of Celtic as of June 30, 2012 and 2011 and for the fiscal years ended June 30, 2012 and 2011 | |
99.2 | Unaudited balance sheet of Celtic as of September 30, 2012 and unaudited statements of income, comprehensive income and cash flows of Celtic for the three months ended September 30, 2012 and 2011 | |
99.3 | Unaudited pro forma combined condensed consolidated balance sheet as of September 30, 2012 and unaudited pro forma combined condensed consolidated statements of operations for the nine months ended September 30, 2012 and for the year ended December 31, 2011 | |