Heartland Financial USA, Inc. (NASDAQ: HTLF) announced today that it has entered into a definitive merger agreement with First Shares, Inc. (FSI), parent company of First National Bank of Platteville in Platteville, Wisconsin. According to terms of the Agreement, Heartland will acquire FSI in a transaction valued at approximately $11 million and estimated at 60 percent stock and 40 percent cash. Under terms of the Agreement, which has been unanimously approved by the boards of directors of both companies, the outstanding shares of FSI will be converted into a combination of cash and shares of Heartland common stock, with the aggregate purchase price to be based upon the financial position of FSI prior to closing. Simultaneous with closing of the transaction, First National Bank will be merged into Heartland’s Wisconsin Bank & Trust subsidiary. The transaction is expected to be a tax-free exchange with respect to the stock consideration received by the shareholders of FSI. “We are excited about the prospect of expanding further into southwestern Wisconsin,” said Lynn B. Fuller, president and CEO of Heartland. “First National Bank is an excellent fit for our community banking business model, and its locations match our desire to ‘fill-in’ attractive areas in or close to our existing geographies. FNB is a healthy bank that presents excellent opportunity to build on its solid market share with business and retail customers.” We are attracted to Platteville as an education center with the University of Wisconsin – Platteville and as a medical center with Southwest Health Center headquartered there. Both are major employers and vital economic engines. Additionally, Platteville serves a robust agricultural market in southwest Wisconsin.” First National Bank has assets of approximately $130 million, loans of $88 million and deposits of $114 million as of June 30, 2012. Incorporated in 1891, the bank is one of the first national banks organized in Wisconsin. In addition to its main office in Platteville, the bank operates branch offices in Lancaster and Hazel Green, Wisconsin.