Glacier Bancorp, Inc. (“Glacier” or the “Company”) (NASDAQ: GBCI)
today announced the signing of a definitive agreement to acquire
Altabancorp (“ALTA”) (NASDAQ: ALTA), the bank holding company for
Altabank, a community bank headquartered in American Fork, Utah.
The acquisition marks Glacier’s 24th announced acquisition since
2000 and its 7th announced transaction in the past five years. This
also marks Glacier’s second acquisition of a Utah-based bank in the
last two years, completing the acquisition of First Community Bank
based in Layton, Utah in 2019. Altabank provides banking services
to individuals and businesses throughout Utah and southern Idaho
with 25 branch locations 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 Glacier and ALTA unanimously
approved the transaction, which is subject to regulatory approval,
ALTA shareholder approval, and other customary conditions of
closing. Glacier has obtained voting agreements from ALTA’s
Directors, Executive Officers and Principal Shareholders, including
members of the Gunther family. The definitive agreement provides
that upon closing of the transaction, ALTA shareholders are to
receive 0.7971 shares of Glacier stock for each ALTA share. Based
on the closing price of $61.51 for Glacier shares on May 17, 2021,
the transaction would result in an aggregate value of $933.5
million. Upon closing of the transaction, which is anticipated to
take place in the fourth quarter of 2021, Altabank will become
Glacier’s 17th bank division, and will operate under its existing
name.
"We are excited and proud to welcome Altabank to
the Glacier family of banks,” said Randy Chesler, Glacier's
President and Chief Executive Officer. “This is an exceptional
opportunity to solidify Glacier’s presence in the booming Utah
market by partnering with the largest community bank in the state.
We have been keenly focused on building our presence in Utah and
this opportunity checks all the boxes.” Chesler also noted that
“This acquisition is consistent with our history of adding high
quality community banks to our proven banking model. Altabank has
been serving customers in Utah for over 100 years, and has
developed a leading position and lasting legacy in the markets it
serves.”
The transaction will be immediately accretive to
Glacier’s tangible book value per share and immediately accretive
to Glacier's earnings per share, excluding one-time
transaction-related expenses.
Len Williams, President and CEO of ALTA,
commented, “Altabank 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 an undeniably
great one for us. Becoming part of the Glacier family gives us the
chance to compete with anyone, anywhere in our market, all while
maintaining our local autonomy.”
Glacier management will review additional
information regarding the transaction on a conference call
beginning at 9:00 a.m. Mountain Time on Wednesday, May 19, 2021.
The call may be accessed by dialing (877) 561-2748 and the
conference ID is 3354557. A slide presentation to accompany
management’s commentary may be accessed from Glacier’s May 18, 2021
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 D.A.
Davidson & Co. as financial advisor and Miller Nash Graham
& Dunn LLP as legal counsel. Altabancorp was advised by Keefe,
Bruyette & Woods, A Stifel Company as financial advisor and
Jones Day as legal counsel.
About Glacier Bancorp, Inc.
Glacier Bancorp, Inc. is the parent company for
Glacier Bank and its bank divisions: 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
In connection with the proposed transaction,
Glacier will file with the SEC a registration statement on Form S-4
to register the shares of Glacier’s capital stock to be issued in
connection with the proposed transaction. The registration
statement will include a proxy statement of ALTA and a prospectus
of Glacier, which will be sent to the shareholders of ALTA seeking
their approval of the proposed transaction.
This release does not constitute an offer to
sell or a solicitation of an offer to buy any securities or a
solicitation of any vote or approval. INVESTORS AND SHAREHOLDERS OF
GLACIER AND ALTA AND THEIR RESPECTIVE AFFILIATES ARE URGED TO READ,
WHEN AVAILABLE, THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY
STATEMENT/PROSPECTUS TO BE INCLUDED WITHIN THE REGISTRATION
STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO
BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION,
AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GLACIER, ALTA
AND THE PROPOSED TRANSACTION. Investors will be able to obtain a
free copy of the registration statement, including the proxy
statement/prospectus, as well as other relevant documents filed
with the SEC containing information about Glacier and ALTA, without
charge, at the SEC's website (http://www.sec.gov). Copies of the
registration statement, including the proxy statement/prospectus,
and the filings with the SEC that will be incorporated by reference
in the proxy statement/prospectus can also be obtained, without
charge, by directing a request to Glacier Bancorp, 49 Commons Loop,
Kalispell, Montana 59901; Telephone (406) 751-7706, or Altabancorp,
1 East Main Street, American Fork, Utah 84003; Telephone (801)
642-3998.
Participants in the Solicitation of
Proxies in Connection with Proposed Transaction
Glacier, ALTA and certain of their respective
directors, executive officers and employees may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction under the rules of the SEC. Information
regarding Glacier’s directors and executive officers is available
in its definitive proxy statement, which was filed with the SEC on
March 16, 2021, and certain of its Current Reports on Form 8-K.
Information regarding ALTA’s directors and executive 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 certain of its
Current Reports on Form 8-K. Other information regarding the
participants in the solicitation of proxies in respect of the
proposed transaction and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement/prospectus and other relevant materials to be
filed with the SEC. Free copies of these documents, when available,
may be obtained as described in the preceding paragraph.
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 ALTA, 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 ALTA operate; uncertainties regarding the
ability of Glacier Bank and Altabank 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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