First Oak Brook Bancshares Inc

First Oak Brook Bancshares — MB Financial — Merger or Acquisition (May 2006)

15 slides from First Oak Brook Bancshares's merger presentation, May 9, 2006

  1. Slide 1: FOBB Annual Meeting: Creating the Leading Chicagoland Franchise

    Filed by First Oak Brook Bancshares, Inc. (Commission File No. 0-14468) Pursuant to Rule 425 under the Securities Act of 1933 and Deemed Filed Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc. (Commission File No: 0-24566-01) Set forth below are pr

  2. Slide 2: Forward Looking Statements

    Forward Looking Statements When used in this presentation and in filings with the Securities and Exchange Commission, in other press releases or other public shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases “believe,” “

  3. Slide 3: Additional Information & Participants in this Transaction

    Additional Information & Participants in this Transaction Additional Information MB Financial will file a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) in connection with the proposed transaction. The registration statement will include a joint proxy stat

  4. Slide 4: The FOBB/MB Financial Combined Franchise

    The FOBB/MB Financial Combined Franchise MB FOBB Combined Total Assets $5.9 Bil $2.3 Bil $8.2 Bil Loans $3.9 Bil $1.4 Bil $5.3 Bil Total Deposits $4.4 Bil $1.9 Bil $6.3 Bil Total Equity $501.9 Mil $132.4 Mil $800 Mil Net Income for the 1st qtr 2006 $17.1 Mil $3.4 Mil 4

  5. Slide 5: Transaction Rationale

    Transaction Rationale Strategically n FOBB provides MB Financial with core deposit Compelling funding for future commercial loan growth ¾ First Oak Brook is one of Chicago’s premier deposit gatherers ¾ Strong treasury management function generates significant commercial deposits n FOBB enhances MB F

  6. Slide 6: Compelling Strategic Rationale

    Compelling Strategic Rationale FIRST OAK BROOK and BANCSHARES n Strong deposit gathering expertise n Proven asset generation capability ¾ 12+% annual core deposit growth ¾ 16% annual commercial loan growth n Proven de novo branching success n Proven and disciplined acquisition partner n Top 5 deposi

  7. Slide 7: The FOBB/MB Financial Combined Franchise

    The FOBB/MB Financial Combined Franchise n 61 full-service branches in Chicagoland n Highly desirable and complementary branch network n #9 in deposit market share in the Chicago MSA n #3 in deposit market share in the DuPage MSA n Excellent coverage of middle- market business locations Source: SNL

  8. Slide 8: Chicago Deposit Market Share; DuPage County Market Share

    Chicago Deposit Market Share MSA: Chicago-Naperville-Joliet, IL-IN-WI Source: SNL Financial at 6/30/05 Total Deposits Total Rank Institution Type Branch in Market ($000) Market Count Share (%) 1 JP Morgan Chase & Co. (NY) Bank 339 38,406,892 16.03 2 LaSalle Bank Corporation (IL) Bank 142 30,956,884

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  10. Slide 10: Low Execution/Integration Risk

    Low Execution/Integration Risk Low execution/integration risks with MBFI as your partner ¾ MB’s Proven merger capabilities § Successful track record – 19 transactions completed since 1990 § M&A skills recognized by investor community ¾ MB’s Experienced at complex integrations § Collaborative approac

  11. Slide 11: Transaction Summary

    Transaction Summary Consideration Per Share: $36.80 in value per First Oak Brook share* Transaction Value: $372mm Consideration Mix: 80% stock / 20% cash Form of Consideration: Fixed number of MB Financial shares of approximately 8.4 million** Fixed cash amount of approximately $74 million** Stock /

  12. Slide 12: Transaction Value Between Announcement and Close

    Transaction Value Between Announcement and Close -10% +10% -8% +8% MBFI Stock Value at Close $35.00 $36.00 $37.00 $38.00 $39.00 $40.00 $41.00 $42.00 $43.00 $44.00 Per Share Amount $36.43 $37.26 $38.09 $38.92 $39.75 $40.58 $41.41 $42.24 $43.07 $43.90 12

  13. Slide 13: MBFI Price Performance

    MBFI Price Performance Total Return(1): YTD: 7.48% 1 Year: 3.92% 3 Year: 16.20% 5 Year: 25.08% Three Year Average Daily Volume: 62,795 Source: Fact Set. (1) Source: Bloomberg, LP; assumes reinvestment of dividends in security. As of close 5/4/2006. 13

  14. Slide 14: FOBB Annual Meeting: Creating the Leading Chicagoland Franchise

    FOBB Annual Meeting May 9, 2006 FIRST OAK BROOK and BANCSHARES Creating the Leading Chicagoland Franchise 14

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MB Financial — Merger or Acquisition (May 2006) on 6ix