Alerus Financial Corporation (Nasdaq: ALRS) and its wholly owned
subsidiary, Alerus Financial, National Association, (together,
“Alerus”) announced today they have received all regulatory
approvals necessary to complete the previously announced
acquisition of HMN Financial, Inc. (Nasdaq: HMNF) and its wholly
owned subsidiary, Home Federal Savings Bank (together, “Home
Federal”). The merger was unanimously approved by the board of
directors of each company. Stockholders of each company approved
the all-stock transaction during special meetings held September
12, 2024. Alerus and Home Federal anticipate the acquisition will
close early in the fourth quarter of 2024, subject to customary
closing conditions.
“This is an exciting time for both Alerus and Home Federal as we
merge our teams and prepare to provide an enhanced financial
services experience for our combined clients,” said Katie Lorenson,
President and CEO at Alerus. “As an experienced acquirer, we are
committed to providing a seamless transition for Home Federal’s
employees and clients and we look forward to helping them achieve
their long-term financial goals.”
“We carefully selected Alerus as our merger partner for many
reasons, but at the top of the list are our similar values and
commitment to client service,” said Brad Krehbiel, President and
Chief Executive Officer of HMNF. “Our merger with Alerus is the
right choice for our stockholders, our clients, and our employees,
and we are excited for the new opportunities this will bring to our
clients and team.”
Upon completion of the transaction, Alerus will have
approximately $5.5 billion in total assets, $3.7 billion in total
loans, $4.3 billion in total deposits, and approximately $43.1
billion in assets under administration and management. The addition
of Home Federal’s 12 branches in Rochester, Minnesota and
throughout southern Minnesota, one branch in Iowa, and one branch
in Wisconsin, will expand Alerus’ footprint to new markets and
increase its total number of branches to 29 locations throughout
the Midwest and Arizona.
About Alerus Financial Corporation
Alerus Financial Corporation (Nasdaq: ALRS) is a commercial
wealth bank and national retirement services provider with
corporate offices in Grand Forks, North Dakota, and the
Minneapolis-St. Paul, Minnesota metropolitan area. Through its
subsidiary, Alerus Financial, N.A., Alerus provides diversified and
comprehensive financial solutions to businesses and consumer
clients, including banking, wealth services, and retirement and
benefits plans and services. Alerus provides clients with a primary
point of contact to help fully understand the unique needs and
delivery channel preferences of each client. Clients are provided
with competitive products, valuable insight, and sound advice
supported by digital solutions designed to meet the clients’
needs.
Alerus has banking and wealth offices in Grand Forks and Fargo,
North Dakota, the Minneapolis-St. Paul, Minnesota metropolitan
area, and Phoenix and Scottsdale, Arizona. Alerus Retirement and
Benefits serves advisors, brokers, employers, and plan participants
across the United States.
About HMN Financial, Inc.
HMN Financial, Inc. (Nasdaq: HMNF) and Home Federal Savings Bank
are headquartered in Rochester, Minnesota. Home Federal operates
twelve full-service offices in Minnesota located in Albert Lea,
Austin, Eagan, Kasson, La Crescent, Owatonna, Rochester (4), Spring
Valley and Winona, one full-service office in Marshalltown, Iowa,
and one full-service office in Pewaukee, Wisconsin. Home Federal
also operates a loan origination office located in La Crosse,
Wisconsin.
Special Note Concerning Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include, without limitation, statements concerning
plans, estimates, calculations, forecasts and projections with
respect to the anticipated future performance of Alerus Financial
Corporation (“Alerus”) and HMN Financial, Inc. (“HMNF”) and certain
plans, expectations, goals, projections and benefits relating to
the merger of HMNF with and into Alerus (the “Merger”), all of
which are subject to numerous assumptions, risks and uncertainties.
These statements are often, but not always, identified by words
such as “may,” “might,” “should,” “could,” “predict,” “potential,”
“believe,” “expect,” “continue,” “will,” “anticipate,” “seek,”
“estimate,” “intend,” “plan,” “projection,” “would,” “annualized,”
“target” and “outlook,” or the negative version of those words or
other comparable words of a future or forward-looking nature.
Examples of forward-looking statements include, among others,
statements Alerus makes regarding the ability of Alerus and HMNF to
complete the transactions contemplated by the agreement and plan of
merger (the “Merger Agreement”), including the parties’ ability to
satisfy the conditions to the consummation of the Merger,
statements about the expected timing for completing the Merger, the
potential effects of the proposed Merger on both Alerus and HMNF,
and the possibility of any termination of the Merger Agreement, and
any potential downward adjustment in the exchange ratio.
Forward-looking statements are not historical facts but instead
express only management’s beliefs regarding future results or
events, many of which, by their nature, are inherently uncertain
and outside of management’s control. It is possible that actual
results and outcomes may differ, possibly materially, from the
anticipated results or outcomes indicated in these forward-looking
statements. In addition to factors disclosed in reports filed by
Alerus and HMNF with the SEC, risks and uncertainties for Alerus,
HMNF and the combined company that may cause actual results or
outcomes to differ materially from those anticipated include, but
are not limited to: (1) the possibility that any of the anticipated
benefits of the proposed Merger will not be realized or will not be
realized within the expected time period; (2) the risk that
integration of HMNF’s operations with those of Alerus will be
materially delayed or will be more costly or difficult than
expected; (3) the parties’ inability to meet expectations regarding
the timing of the proposed Merger; (4) changes to tax legislation
and their potential effects on the accounting for the Merger; (5)
the failure to satisfy other conditions to completion of the
proposed Merger; (6) the failure of the proposed Merger to close
for any other reason; (7) diversion of managements’ attention from
ongoing business operations and opportunities due to the proposed
Merger; (8) the challenges of integrating and retaining key
employees; (9) the effect of the announcement of the proposed
Merger on Alerus’, HMNF’s or the combined company’s respective
customer and employee relationships and operating results; (10) the
possibility that the proposed Merger may be more expensive to
complete than anticipated, including as a result of unexpected
factors or events; (11) the amount of HMNF’s stockholders’ equity
as of the closing date of the Merger and any potential downward
adjustment in the exchange ratio; (12) the dilution caused by
Alerus’ issuance of additional shares of Alerus’ common stock in
connection with the Merger; and (13) changes in the global economy
and financial market conditions and the business, results of
operations and financial condition of Alerus, HMNF and the combined
company. Please refer to Alerus’ Annual Report on Form 10-K for the
year ended December 31, 2023 filed on March 8, 2024 and HMN’s
Annual Report on Form 10-K/A for the year ended December 31, 2023
filed with the SEC on March 19, 2024, as well as both parties’
other filings with the SEC, for a more detailed discussion of
risks, uncertainties and factors that could cause actual results to
differ from those discussed in the forward-looking statements.
Any forward-looking statement included in this report is based
only on information currently available to management and speaks
only as of the date on which it is made. Neither Alerus nor HMNF
undertakes any obligation to publicly update any forward-looking
statement, whether written or oral, that may be made from time to
time, whether as a result of new information, future developments
or otherwise, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240926179811/en/
Media contact: Kris Bevill 701.280.5076
kris.bevill@alerus.com
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