Associated Banc-Corp and Bank Mutual have entered into a definitive agreement under which Bank Mutual will merge into Associated.

The all-stock transaction is valued at approximately $482 million, based on Associated’s July 19, 2017, closing stock price of $24.60 per share.

Associated and Bank Mutual have served Wisconsin and other Midwest communities for 156 and 125 years, respectively. Based in Green Bay, Associated Bank is the largest bank headquartered in Wisconsin. It serves more than one million customers in 100 communities across eight states. Bank Mutual is the holding company for the largest Milwaukee-based bank. It serves more than 120,000 customer accounts through banking locations in Wisconsin and Minnesota. As a result of this transaction, Associated will strengthen its Wisconsin network and expand services into nearly a dozen additional communities.

“We have deep respect for Bank Mutual and its dedicated team of colleagues. Both of our organizations are built around customer-centric strategies and understand the importance of delivering increasing value to customers, colleagues, communities and shareholders,” said Associated President and CEO Philip B. Flynn. “The acquisition of Bank Mutual provides significant opportunity to increase our Wisconsin presence and improve the scale of our operations. Ultimately, this positions us to gain efficiencies while also making investments to better support the customer experience.”

Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of both companies, Bank Mutual shareholders will receive 0.422 shares of Associated common stock for each share of Bank Mutual common stock. The per common share consideration is valued at $10.38 per share based on the closing price of Associated common stock on July 19, 2017.

Upon consummation of the merger, Baumgarten will serve as a consultant to the CEO of Associated. In his new capacity, he will focus on client retention and employee engagement while also serving as an ambassador for the bank’s community involvement. Bank Mutual chairman Michael T. Crowley, Jr. will be appointed to the combined companies’ board of directors.

“I am extremely proud of what we have accomplished at Bank Mutual and look forward to working with the board of directors for the benefit of all our stakeholders as our companies come together,” said Crowley.

Associated and Bank Mutual had more than $1billion in lending and investments to minority and low- to-moderate-income customers and communities and provided more than 62,000 hours of volunteer services in 2016.

Goldman Sachs served as financial advisor, and Wachtell, Lipton, Rosen, & Katz served as legal advisor to Associated in this transaction. RBC Capital Markets served as financial advisor, and Quarles & Brady served as legal advisor to Bank Mutual.