Merger completed between Citywide Bank and Centennial Bank and Trust

Denver-based Centennial Bank and Trust, wholly owned subsidiary of Heartland Financial USA Inc. ("Heartland") (NASDAQ: HTLF), and Aurora-based Citywide Banks, a wholly owned subsidiary of Citywide Banks of Colorado Inc., ("Citywide"), jointly announced that Heartland has completed its acquisition of Citywide today. The aggregate merger consideration is valued at $211.2 million, based on Heartland's closing stock price of $47.45 per share as of July 7, 2017.

"We are excited about the opportunity to expand our team, services and commitment to Colorado," says Kevin G. Quinn, formerly president and CEO of Citywide Banks, who will now lead the combined Citywide Banks organization. "Our combined local expertise and the expanded products and services provided by Heartland will allow us to be even more competitive in the economically strong and rapidly growing Colorado market."

Immediately following the closing of the merger, Citywide Banks was merged into Centennial Bank and Trust, which adopted the "Citywide Banks" name. Kevin W. Ahern will remain chairman of the board of the combined entity, and James A. Basey, formerly CEO of Centennial Bank and Trust, will serve as vice-chairman of the board.

As of June 30, 2017, Citywide Banks had assets of approximately $1.4 billion, net loans outstanding of $1.0 billion and deposits of $1.2 billion. The combination of Citywide Banks and Centennial Bank and Trust will create Heartland's largest bank subsidiary with assets of approximately $2.3 billion in one of the country's notable growth markets. The combined organization will serve clients from more than 25 banking centers.

The merger consideration is approximately $216.75 per share of Citywide common stock, with Citywide shareholders receiving $60.16 in cash and 3.30 shares of Heartland common stock for each share of Citywide common stock, subject to certain "hold-back" provisions of the merger agreement between Heartland and Citywide relating to the cash portion of th merger consideration.