Item 1.01. Entry into a Material Definitive Agreement
The information provided in the Explanatory Note of this Current
Report on Form 8-K is hereby incorporated into this Item 1.01 by reference.
Forward Looking Statements
This document may contain certain forward-looking statements about
First Mid-Illinois Bancshares, Inc. (“First Mid”) and SCB Bancorp, Inc., an Illinois corporation (“SCB”),
such as discussions of First Mid’s and SCB’s pricing and fee trends, credit quality and outlook, liquidity, new business
results, expansion plans, anticipated expenses and planned schedules. First Mid and SCB intend such forward-looking statements
to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform
Act of 1955. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations
of First Mid and SCB, are identified by use of the words “believe,” “expect,” “intend,” “anticipate,”
“estimate,” “project,” or similar expressions. Actual results could differ materially from the results
indicated by these statements because the realization of those results is subject to many risks and uncertainties, including, among
other things, the possibility that any of the anticipated benefits of the proposed transactions between First Mid and SCB will
not be realized or will not be realized within the expected time period; the risk that integration of the operations of SCB with
First Mid will be materially delayed or will be more costly or difficult than expected; the inability to complete the proposed
transactions due to the failure to obtain the required stockholder approval; the failure to satisfy other conditions to completion
of the proposed transactions, including receipt of required regulatory and other approvals; the failure of the proposed transactions
to close for any other reason; the effect of the announcement of the transaction on customer relationships and operating results;
the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors
or events; changes in interest rates; general economic conditions and those in the market areas of First Mid and SCB; legislative/regulatory
changes; monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board;
the quality or composition of First Mid’s and SCB’s loan or investment portfolios and the valuation of those investment
portfolios; demand for loan products; deposit flows; competition, demand for financial services in the market areas of First Mid
and SCB; and accounting principles, policies and guidelines. Additional information concerning First Mid, including additional
factors and risks that could materially affect First Mid’s financial results, are included in First Mid’s filings with
the Securities and Exchange Commission (the “SEC”), including its Annual Reports on Form 10-K. Forward-looking statements
speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the
SEC, we do not undertake any obligation to update or review any forward-looking information, whether as a result of new information,
future events or otherwise.
Important Information about the Merger and Additional Information
First Mid will file a registration statement on Form S-4 with the
SEC in connection with the proposed transaction. The registration statement will include a proxy statement of SCB that also constitutes
a prospectus of First Mid, which will be sent to the stockholders of SCB.
Investors in SCB are urged to read the proxy statement/prospectus,
which will contain important information, including detailed risk factors, when it becomes available.
The proxy statement/prospectus
and other documents which will be filed by First Mid with the SEC will be available free of charge at the SEC’s website,
www.sec.gov, or by directing a request when such a filing is made to First Mid-Illinois Bancshares, P.O. Box 499, Mattoon,
IL 61938, Attention: Investor Relations; or to SCB Bancorp, Inc., 455 North Main Street, Decatur, Illinois 62523, Attention: Investor
Relations. A final proxy statement/prospectus will be mailed to the stockholders of SCB.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Participants in the Solicitation
First Mid and SCB, and certain of their respective directors, executive
officers and other members of management and employees are participants in the solicitation of proxies in connection with the proposed
Information about the directors and executive officers of First Mid is set forth in the proxy statement for its
2018 annual meeting of stockholders, which was filed with the SEC on March 16, 2018.
Investors may obtain additional information
regarding the interests of such participants in the proposed transactions by reading the proxy statement/prospectus for such proposed
transactions when it becomes available.