Glacier Bancorp, Inc. (“Glacier” or the “Company”) (NYSE: GBCI)
today announced the signing of a definitive agreement to acquire
Community Financial Group, Inc. (“CFGW”) (OTC: CFGW), the bank
holding company for Wheatland Bank, a leading Eastern Washington
community bank headquartered in Spokane. The acquisition marks
Glacier’s 25th acquisition since 2000 and its 13th announced
transaction in the past 10 years. As of June 30, 2023, CFGW had
total assets of $754 million, total loans of $475 million and total
deposits of $609 million.
The Board of Directors of Glacier and CFGW
unanimously approved the transaction, which is subject to
regulatory approval, CFGW shareholder approval, and other customary
conditions of closing. The definitive agreement provides that upon
closing of the transaction, CFGW shareholders are to receive 1.0931
shares of Glacier stock for each CFGW share (subject to adjustment
under certain circumstances). Based on the closing price of $33.97
for Glacier shares on August 7, 2023, the transaction would result
in an aggregate value of $80.6 million (inclusive of the value to
CFGW stock option holders) and per share value of $37.13 per CFGW
share. Upon closing of the transaction, which is anticipated to
take place in the fourth quarter of 2023, a new bank division,
Wheatland Bank, will be formed. The existing North Cascades Bank
division will be combined with this division, which will be led by
Susan Horton, President and CEO of Wheatland Bank.
"We are excited and proud to welcome Wheatland
to the Glacier family of banks,” said Randy Chesler, Glacier's
President and CEO. “Wheatland’s footprint complements our current
presence in Eastern Washington, a market which has been
experiencing tremendous growth. We have truly admired the impact
this franchise has had on its community, and are focused on
maintaining and growing the relationships it has developed with its
customers.” Chesler also noted that “This acquisition continues our
history of consistently adding high quality community banks to our
proven banking model. We look forward to the value this new
division will create for our communities and shareholders under
Susan’s experience and successful leadership.”
Susan Horton, President and CEO of CFGW,
commented, “Glacier is truly the partner we have always dreamed of
and we couldn’t be more excited to join the Glacier family of
banks. We will have the strength and depth of resources of a $28
billion asset bank, expand our local Wheatland footprint and
immediately double in size after integrating the North Cascades
Bank division, to become a Top 5 eastern Washington bank. This
partnership will cement Wheatland Bank’s legacy, strengthen our
position in the marketplace and create more opportunity for all
stakeholders.”
Glacier management will review additional
information regarding the transaction on a conference call
beginning at 9:00 a.m. Mountain Time on Wednesday, August 9, 2023.
Please note that our conference call host no longer offers a
general dial-in number.
Investors who would like to join the call may
now register by following this link to obtain dial-in instructions:
https://register.vevent.com/register/BI1bd11bc56828443396425b47211c77c0
To participate via the webcast, log on to:
https://edge.media-server.com/mmc/p/s7kmk2tr
If you are unable to participate during the live
webcast, the call will be archived on our website,
www.glacierbancorp.com
A slide presentation to accompany management’s
commentary may be accessed from Glacier’s August 8, 2023 Form 8-K
filing with the Securities and Exchange Commission (the "SEC") or
at
https://www.glacierbancorp.com/news-market-information/annual-reports-presentations.
Glacier was advised in the transaction by Keefe,
Bruyette & Woods, A Stifel Company as financial advisor and
Miller Nash LLP as legal counsel. CFGW was advised by Piper Sandler
Cos. as financial advisor and Otteson Shapiro LLP as legal
counsel.
About Glacier Bancorp, Inc.
Glacier Bancorp, Inc. is the parent company for
Glacier Bank and its bank divisions: Altabank (American Fork, UT),
Bank of the San Juans (Durango, CO), Citizens Community Bank
(Pocatello, ID), Collegiate Peaks Bank (Buena Vista, CO), First
Bank of Montana (Lewistown, MT), First Bank of Wyoming (Powell,
WY), First Community Bank Utah (Layton, UT), First Security Bank
(Bozeman, MT), First Security Bank of Missoula (Missoula, MT),
First State Bank (Wheatland, WY), Glacier Bank (Kalispell, MT),
Heritage Bank of Nevada (Reno, NV), Mountain West Bank (Coeur
d’Alene, ID), North Cascades Bank (Chelan, WA), The Foothills Bank
(Yuma, AZ), Valley Bank of Helena (Helena, MT), and Western
Security Bank (Billings, MT).
Visit Glacier’s website at
www.glacierbancorp.com.
Important Information and Where You Can
Find It
This communication relates to the proposed
merger transaction involving Glacier and CFGW. This communication
does not constitute an offer to sell or the solicitation of an
offer to buy any securities.
In connection with the proposed merger
transactions, Glacier will file with the SEC a Registration
Statement on Form S-4 (the “Registration Statement”) that will
include a Proxy Statement of CFGW and a Prospectus of Glacier, as
well as other relevant documents concerning the proposed
transaction. Shareholders of CFGW are urged to read carefully the
Registration Statement and the Proxy Statement/Prospectus included
therein regarding the proposed merger transactions when it becomes
available and any other relevant documents filed with the SEC, as
well as any amendments or supplements to those documents, because
they will contain important information. A free copy of the Proxy
Statement/Prospectus included in the Registration Statement, as
well as other filings containing information about Glacier, may be
obtained at the SEC’s Internet site (http://www.sec.gov). You will
also be able to obtain these documents, free of charge, from
Glacier at www.glacierbancorp.com under the tab “SEC Filings” or by
requesting them in writing or by telephone from Glacier at: Glacier
Bancorp, Inc., 49 Commons Loop, Kalispell, Montana 59901, ATTN:
Corporate Secretary; Telephone (406) 751-7706.
Forward-Looking Statements
This news release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements can be identified by
words such as “estimate,” “expect,” “will,” and similar references
to future periods. Such 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 CFGW, including future financial
and operating results, the combined company’s plans, objectives,
expectations and intentions, and other statements that are not
historical facts regarding either company or the proposed
combination of the companies. These forward-looking statements are
subject to risks and uncertainties, many of which are outside of
our control, that may cause actual results or events to differ
materially from those projected, including but not limited to the
following: risks that the merger transaction will not close when
expected or at all because required regulatory, shareholder or
other approvals or conditions to closing are delayed or not
received or satisfied on a timely basis or at all; risks that the
benefits from the transaction may not be fully realized or may take
longer to realize than expected, including as a result of changes
in general economic and market conditions, interest and exchange
rates, monetary policy, laws and regulations and their enforcement,
and the degree of competition in the geographic and business areas
in which Glacier and CFGW operate; uncertainties regarding the
ability of Glacier Bank and Wheatland Bank to promptly and
effectively integrate their businesses; 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
risks relating to the diversion of management time on
merger-related issues. Readers are cautioned not to place undue
reliance on the forward-looking statements, which speak only as of
the date on which they are made and reflect management’s current
estimates, projections, expectations and beliefs. Glacier
undertakes no obligation to publicly revise or update the
forward-looking statements to reflect events or circumstances that
arise after the date of this report. For more information, see the
risk factors described in Glacier’s Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and other filings with the SEC.
CONTACT: Randall M. Chesler(406) 751-4722
Ron J. Copher(406) 751-7706
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