AMERICAN FORK, UTAH – (BUSINESS WIRE) – AltabancorpTM (Nasdaq: ALTA) (the âCompanyâ or âAltaâ) today announced that it has entered into a definitive agreement with Glacier Bancorp, Inc. (âGlacierâ or the âCompanyâ) (Nasdaq: GBCI) to acquire Alta, the holding bank for AltabankTM, a community bank based in American Fork, Utah. The acquisition marks the 24th anniversary of Glaciere announced its acquisition since 2000 and its 7e announced a transaction within the past five years. This is also Glacier’s second acquisition of a Utah-based bank in the past two years, completing the acquisition of Layton, Utah-based First Community Bank in 2019. Altabank provides personal banking services and to businesses throughout Utah and southern Idaho with 25 branches from Preston, Idaho to St. George, Utah. As of March 31, 2021, Alta had total assets of $ 3.5 billion, total loans of $ 1.8 billion, and total deposits of $ 3.2 billion.
The boards of directors of Glacier and Alta have unanimously approved the transaction, which is subject to regulatory approval, Alta shareholder approval and other customary closing conditions. Glacier has secured voting agreements from Alta’s directors, senior officers and major shareholders, including members of the Gunther family. The definitive agreement provides that upon closing of the transaction, Alta shareholders will receive 0.7971 Glacier shares for each Alta share. Based on the closing price of $ 61.51 for Glacier shares on May 17, 2021, the transaction would result in a total value of $ 933.5 million. Upon closing of the transaction, which is expected to take place in the fourth quarter of 2021, Altabank will become Glacier’s 17e banking division, and will operate under its current name.
“We are delighted and proud to welcome Altabank to the Glacier family of banks, âsaid Randy Chesler, President and CEO of Glacier. “This is an exceptional opportunity to solidify Glacier’s presence in the growing Utah market by partnering with the state’s largest community bank. We have focused heavily on strengthening our presence in Utah and this opportunity ticks all the boxes. “Chesler also noted that”This acquisition is part of our history of adding high quality community banks to our proven banking model. Altabank has served customers in Utah for over 100 years and has developed a leadership position and a lasting legacy in the markets it serves. ”
The transaction will immediately increase the tangible book value per share of Glacier and immediately increase the earnings per share of Glacier, excluding one-time expenses related to the transaction.
Len Williams, President and CEO of Alta, said: âAltabank has been a market leader in Utah for decades. In our constant quest to be bigger, better and stronger, the opportunity to join the Glacier family of banks was undeniably great for us. Being part of the Glacier family gives us the chance to compete with anyone, anywhere in our market, while maintaining our local autonomy.
Glacier management will review additional information regarding the transaction during a conference call beginning at 9:00 a.m. MT on Wednesday, May 19, 2021. The call is accessible by dialing (877) 561-2748 and Conference ID is 3354557. A The slide presentation accompanying the management comments can be viewed from Form 8-K filed by Glacier on May 18, 2021 with the Securities and Exchange Commission (the âSECâ) or at the address https://www.glacierbancorp.com/news-market-information/ presentations-annual-reports.
Glacier was advised in the transaction by DA Davidson & Co. as financial advisor and Miller Nash Graham & Dunn LLP as legal advisor. Altabancorp was advised by Keefe, Bruyette & Woods, A Stifel company as financial advisor and Jones Day as legal advisor.
AltabancorpTM (Nasdaq: ALTA) is Altabank’s banking holding companyTM, a full-service bank, providing loan, deposit and cash management services to businesses and individuals through 25 branches from Preston, Idaho to St. George, Utah. AltabankTM is Utah’s largest community bank with total assets of $ 3.5 billion. Our clients have direct access to bankers and decision makers, who work with clients to understand their specific needs and provide personalized financial solutions. AltabankTM Serving communities in Utah and southern Idaho for over 100 years. More information on AltabankTM is available at www.altabank.com. More information on AltabancorpTM is available at www.altabancorp.com.
Important information and where you can find it
In connection with the proposed transaction, Glacier will file with the SEC a registration statement on Form S-4 to register the shares of the capital stock of Glacier to be issued in connection with the proposed transaction. The registration statement will include a proxy circular from Alta and a prospectus from Glacier, which will be sent to Alta shareholders to seek their approval of the proposed transaction.
This press release does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a vote or approval. GLACIER AND ALTA INVESTORS AND SHAREHOLDERS AND THEIR RESPECTIVE AFFILIATES ARE INVITED TO READ, WHEN AVAILABLE, THE STATEMENT OF REGISTRATION ON FORM S-4, THE STATEMENT OF PROXY / PROSPECTUS TO BE INCLUDED IN THE DECLARATION. RECORDING ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE SECURED AS PART OF THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENT TO THESE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GLACIER, ALTA AND THE PROPOSED TRANSACTION. Investors will be able to obtain a copy of the registration statement, including the proxy circular / prospectus, as well as other relevant documents filed with the SEC containing information about Glacier and Alta, free of charge, on the SEC website (http: // www.sec.gov). Copies of the registration statement, including the proxy circular / prospectus, and the SEC filings that will be incorporated by reference into the proxy circular / prospectus may also be obtained, free of charge, by making a request to Glacier Bancorp, 49 Commons Loop, Kalispell, Montana 59901; Phone (406) 751-7706, or Altabancorp, 1 East Main Street, American Fork, Utah 84003; Telephone (801) 642-3998.
Participants in the proxy solicitation in connection with the proposed transaction
Glacier, Alta and certain of their respective directors, officers and employees may be deemed to have participated in the solicitation of proxies in respect of the proposed transaction under the rules of the SEC. Information regarding the directors and senior officers of Glacier is available in its final proxy statement, which was filed with the SEC on March 16, 2021, and in some of its current reports on Form 8-K. Information regarding Alta’s directors and senior officers is available in an amendment to its annual report on Form 10-K / A, which was filed with the SEC on April 29, 2021, and in some of its current reports on form 8-K. Further information regarding the participants in the proxy solicitation in connection with the proposed transaction and a description of their direct and indirect interests, by title or otherwise, will be contained in the proxy circular / prospectus and other documents. relevant to file with SECOND. Free copies of these documents, when available, can be obtained as described in the previous paragraph.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as âestimateâ, âexpectâ, âwillâ and similar references to future periods. These forward-looking statements include, but are not limited to, statements regarding the expected closing of the transaction and the potential benefits of the business combination transaction involving Glacier and Alta, including future financial and operating results, plans , the goals, expectations and intentions of the merged company. , and other statements which are not historical facts relating to either company or the proposed combination of companies. These forward-looking statements are subject to risks and uncertainties, many of which are beyond our control, which may cause actual results or events to differ materially from those projected, including, but not limited to: risks that the merger transaction does not close when scheduled or not at all because regulatory, shareholder or other approvals or conditions required to close are delayed or not received or met on time or not at all; the risks that the benefits of the transaction may not fully materialize or take longer to materialize than expected, including due to changes in general economic and market conditions, interest rates and exchange rates, monetary policy, laws and regulations and their administration, and the degree of competition in the geographic and commercial areas in which Glacier and Alta operate; uncertainties regarding the ability of Glacier Bank and Altabank to integrate their businesses quickly and efficiently; changes in business and operational strategies that may occur between signing and closing; uncertainties regarding the reaction to the transaction of the companies’ respective customers, employees and counterparties; and the risks associated with the diversion of management time on merger-related matters. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made and reflect management’s current estimates, projections, expectations and beliefs. Alta assumes no obligation to publicly revise or update any forward-looking statements to reflect events or circumstances occurring after the date of this report. For more information, see the risk factors described in Alta’s annual report on Form 10-K, quarterly reports on Form 10-Q, and other documents filed with the SEC.