AltabancorpTM (Nasdaq: ALTA) (the “Company” or “Alta”) announced
today the signing of a definitive agreement with Glacier Bancorp,
Inc. (“Glacier” or the “Company”) (Nasdaq: GBCI) to acquire Alta,
the bank holding company for AltabankTM, 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 AltabancorpTM
AltabancorpTM (Nasdaq: ALTA) is the bank holding company for
AltabankTM, a full-service bank, providing loans, deposit and cash
management services to businesses and individuals through 25 branch
locations from Preston, Idaho to St. George, Utah. AltabankTM is
the largest community bank in Utah 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 offer customized financial solutions. AltabankTM has been
serving communities in Utah and southern Idaho for more than 100
years. More information about AltabankTM is available at
www.altabank.com. More information about 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 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. Alta 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 Alta’s Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q, and other filings with the SEC.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210518006181/en/
Investor Relations Contact Mark K. Olson Executive Vice
President and Chief Financial Officer AltabancorpTM 1 East Main
Street American Fork UT 84003 investorrelations@altabancorp.com
Phone: 801-642-3998
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