Section 205 ILCS 5/30.5 - Mid-tier bank holding company merger with State bankUpon approval by the Commissioner, a mid-tier bank holding company having power so to do under the law under which it is organized may merge into its subsidiary State bank as prescribed by this Act; except that the action by the mid-tier bank holding company shall be taken in the manner prescribed by and shall be subject to limitations and requirements imposed by the law under which it is organized. The merger procedure shall be as follows:
(1) The board of directors of the parent bank holding company shall, by resolution, approve a merger agreement which shall contain:(a) the name and location of the merging bank and of the mid-tier bank holding company;(b) with respect to the merging bank (i) the amount of Tier 1 capital; (ii) the classes and the number of shares of stock and the par value of each share; (iii) a detailed financial statement showing the assets and liabilities after the proposed merger; and (iv) any amendments to the charter or by-laws;(c) provisions governing the manner of converting the shares of the merging bank and the mid-tier bank holding company into shares of the merging bank and the manner of transferring the converted shares to the parent bank holding company;(d) a statement that the merger agreement is subject to approval by the Commissioner and that whether approved or disapproved, the parties thereto will pay the Commissioner's expenses of examination; and(e) 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 the parent bank holding company, the merger agreement shall be submitted to the Commissioner for approval.(3) After receipt by the Commissioner of the papers specified in item (2), he shall approve or disapprove the merger agreement. The Commissioner shall not approve the agreement unless he shall be of the opinion and finds that the same matters exist in respect of the continuing bank which would have been required under Section 10 of this Act for the organization of a new bank, that the mid-tier bank holding company has no known liabilities that will become liabilities of the continuing bank, and that the parent bank holding company will indemnify the continuing bank for any known and unknown contingent liabilities for which the continuing bank may become liable as a result of the merger. Nothing in this Section shall authorize a resulting State bank to acquire, hold, or invest any asset or to assume or incur any liability that does not conform to the legal requirements for assets acquired, held, or invested or liabilities assumed or incurred by State banks, or to engage in any activity in which a State bank is not authorized to engage as part of a general banking business. If the Commissioner disapproves the merger agreement, he shall state his objections in writing and give an opportunity to the merging bank and mid-tier bank holding company to obviate the objections.(4) To be effective, if approved by the Commissioner, a copy of the merger agreement executed by the duly authorized president of the mid-tier bank holding company and president of the merging State bank, together with copies of the resolution of the board of directors of the parent bank holding company, approving the merger agreement, certified by the parent bank holding company's president or vice-president and attested by the secretary, must be filed with the Commissioner. The merger shall, unless a later date is specified in the agreement, become effective when the Commissioner has approved the agreement and issued a certificate of merger to the continuing bank, which shall specify the name of the mid-tier bank holding company, the name of the continuing bank, and the amendments to the charter of the continuing bank provided for by the merger agreement. The charter of the mid-tier bank holding company shall thereupon automatically terminate. Such certificate shall be conclusive evidence of the merger and of the correctness of all proceedings therefor in all courts and places including the office of the Secretary of State, and the certificate shall be recorded.P.A. 89-364, eff. 8/18/1995; 92-483, eff. 8/23/2001.