Evans Bancorp, Inc. Announces Agreement to Sell the Insurance Operations of The Evans Agency, LLC to Arthur J. Gallagher & Co.
07 Novembre 2023 - 10:58PM
Business Wire
Evans Bancorp, Inc. (the “Company” or “Evans”) (NYSE American:
EVBN), a community financial services company serving Western New
York since 1920, announced today that it has entered into a
definitive agreement to sell The Evans Agency, LLC (“TEA”) to
Arthur J. Gallagher & Co. (NYSE: AJG) (“Gallagher”) for $40
million. The transaction is subject to customary closing conditions
and is anticipated to be completed in the fourth quarter of
2023.
Key Highlights:
- Evans’ growth of TEA over the years culminates with the capture
of a valuation premium, providing capital to strategically redeploy
across the core banking franchise.
- Demonstrates significant value creation and delivers measurable
shareholder value ~ 3.9x LTM Insurance Agency Revenue and ~ 20.3x
9/30/23 LTM Earnings
- The net gain on sale, on an after-tax basis, is expected to be
approximately $15.1 million.
- Eliminates $12 million of goodwill and other intangibles.
- Transaction is financially compelling with approximate pro
forma impact to capital, prior to potential deployment of proceeds:
- TCE / TA: Improves by 112 basis points to 7.47%
- Tier 1 Leverage: Improves by 119 basis points to 10.58%
- Total Risk Based Capital: Improves by 151 basis points to
14.80%
- Tangible Book Value Per Share: Improves by 18.9% to $29.77
- Transaction proceeds provide potential net income and earnings
per share enhancements as generated capital is deployed through
strategic and franchise growth initiatives over time.
David J. Nasca, President and CEO of Evans Bancorp, Inc., said,
“For 23 years, the insurance business has been an integral part of
Evans Bank. During that time, the Bank acquired over 15 agencies
and successfully built a customer-centric, high-performing
operation with strong values and a reputation for outstanding
talent and service excellence. After extensive diligence, we
believe AJG is the right partner, providing optimal benefit for all
stakeholders, including assuring our associates and clients are
well taken care of. This transaction realizes a significant
valuation premium and is immediately accretive to Evans’ capital,
tangible book value, and liquidity. The additional capital provides
flexibility to evaluate and pursue various strategic initiatives to
redeploy capital in support of our core banking business with a
focus on continuing to enhance long-term shareholder value.”
Aaron Whitehouse, President of The Evans Agency, added, “Evans
Agency associates will be joining a global insurance brokerage,
risk management, and consulting services firm with an unrivaled
tool kit to respond to client needs. Clients will have access to
enhanced resources and a greater breadth of insurance expertise,
while continuing to work with the existing talented team of Evans
Agency associates and leadership. Our partnership with Evans has
been marked by two core principles: a commitment to excellent
client service and creating a culture where associates thrive and
can realize their full potential. Together, we chose to partner
with Gallagher as they share these same principles. I am very
excited about what this partnership will mean for our clients and
associates.”
Founded in 1913, The Evans Agency is a retail insurance agency
offering life insurance, employee benefits, and property and
casualty insurance throughout New York and the Northeast. Current
leadership and direct employees of The Evans Agency are expected to
join Gallagher.
Piper Sandler & Co. acted as exclusive financial advisor and
Luse Gorman, PC acted as legal counsel to Evans Bancorp, Inc.
About Evans Bancorp, Inc.
Evans Bancorp, Inc. is a financial holding company and the
parent company of Evans Bank, N.A., a commercial bank with $2.2
billion in assets and $1.8 billion in deposits at September 30,
2023. Evans Bank is a full-service community bank with 18 branches
providing comprehensive financial services to consumer, business
and municipal customers throughout Western New York. The Evans
Agency, a wholly owned subsidiary, provides life insurance,
employee benefits, and property and casualty insurance through
eight offices in the Western New York region.
Evans Bancorp, Inc. and Evans Bank routinely post news and other
important information on their websites, at www.evansbancorp.com
and www.evansbank.com.
Safe Harbor Statement: This news release contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements include, but are not limited to, statements concerning
future business, revenue and earnings. These statements are not
historical facts or guarantees of future performance, events or
results. There are risks, uncertainties and other factors that
could cause the actual results of Evans Bancorp or the effects of
the proposed transaction to differ materially from the results
expressed or implied by such statements. Factors that may cause
actual results to differ materially from those contemplated by such
forward-looking statements include the impacts from COVID-19,
competitive pressures among financial services companies, interest
rate trends, general economic conditions, deposit flows and the
cost of funds, demand for loan products, changes in legislation or
regulatory requirements, our effectiveness at achieving stated
goals and strategies, difficulties in achieving operating
efficiencies, and as to the sale of TEA, the risk that the proposed
transaction will not close when expected or at all because
conditions to the closing are not satisfied on a timely basis or at
all. Certain of these risks and uncertainties are more fully
described in Evans Bancorp’s Annual and Quarterly Reports filed
with the Securities and Exchange Commission. Forward-looking
statements speak only as of the date they are made. Evans Bancorp
undertakes no obligation to publicly update or revise
forward-looking information, whether as a result of new, updated
information, future events or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20231107868128/en/
For more information: John B. Connerton Executive Vice
President and Chief Financial Officer (716) 926-2000
jconnerton@evansbank.com
Media Contact: Kathleen Rizzo Young Group VP/Public &
Community Relations Director (716) 343-5562
krizzoyoung@evansbank.com -OR- Deborah K. Pawlowski / Craig
Mychajluk Kei Advisors LLC (716) 843-3908 / (716) 843-3832
dpawlowski@keiadvisors.com cmychajluk@keiadvisors.com
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