Home Federal Bancorp, Inc. of Louisiana Announces Agreement to Acquire Northwest Bancshares Corporation
04 Octubre 2022 - 3:00PM
Home Federal Bancorp, Inc. of Louisiana (the “Company” or “Home
Federal Bancorp”) (Nasdaq: HFBL), the holding company of Home
Federal Bank, and Northwest Bancshares Corporation (“Northwest
Bancshares”), the holding company of the First National Bank of
Benton (“First National”), announced today the signing of a
definitive Agreement and Plan of Merger (“Merger Agreement”)
pursuant to which the Company will acquire Northwest Bancshares in
an all cash acquisition. Under the terms of the Merger Agreement,
shareholders of Northwest Bancshares will receive their pro rata
portion of aggregate merger consideration equal to $4.25 million,
plus the sum of 8.0% of total assets of Northwest Bancshares as of
the month-end immediately prior to the closing of the merger after
giving effect to a special distribution (the “Special
Distribution”) to be paid, less the amount, if any, that Northwest
Bancshares’ total unaccrued and unpaid transaction expenses exceed
$125,000. Based on financial data as of August 31, 2022, the
parties currently estimate that the aggregate merger consideration
will be approximately $10.1 million. In addition to the merger
consideration, the Merger Agreement provides that, prior to
consummation of the merger, Northwest Bancshares will pay the
Special Distribution in cash to its shareholders in an aggregate
amount which will reduce the ratio of Northwest Bancshares’ total
shareholders’ equity to total consolidated assets to 8.0%. Based on
financial data at August 31, 2022, the parties currently estimate
that the amount of Special Distribution will be approximately $8.4
million.
First National currently operates out of one
banking location in Benton, Louisiana. As of August 31, 2022,
Northwest Bancshares had total consolidated assets of $81.7
million, $52.1 million in total loans, $65.0 million in total
deposits and $14.2 million in shareholders’ equity. Under the terms
of the Merger Agreement, First National will be merged with and
into Home Federal Bank promptly following completion of the holding
company merger.
“First National provides a natural expansion of
our franchise within our home market,” said James R. Barlow,
Chairman, President, and Chief Executive Officer of Home Federal
Bancorp. “First National has developed an exceptional customer base
in its market area. We are excited to expand to the Benton
community and increase our market share in Bossier Parish. “We are
confident that the products and services we offer will allow us to
deepen those valued relationships,” said Barlow.
“Home Federal Bank has an extremely impressive
platform which will allow our customers to enjoy expanded products,
services and locations without compromising the high level of
customer service they have come to expect,” said John A. Batson,
President, and Chief Executive Officer of Northwest Bancshares. He
continued, “Our customers and employees are of the upmost
importance to us, and we believe merging with Home Federal will
provide an excellent opportunity for both.” Justin Whittington,
Chairman of the Board of Northwest Bancshares commented, “This
merger will benefit our customers, our community and our
shareholders.”
The Merger Agreement was unanimously approved by
the boards of directors of both companies. The transaction is
expected to close in the first quarter of 2023, subject to
customary closing conditions, including regulatory approvals and
Northwest Bancshares’ shareholder approval.
Home Federal Bancorp anticipates the transaction
will be over 20% accretive to earnings per share after cost savings
are fully realized, and accretive to tangible book value per share
in approximately three years of closing. Following the merger,
Home Federal Bank’s capital position is expected to remain strong
with leverage and total risk-based capital ratios of approximately
8.2% and 14.2%, respectively.
Raymond James & Associates, Inc. acted as
financial advisor to Home Federal Bancorp and Silver,
Freedman, Taff & Tiernan LLP acted as its legal advisor in
the transaction. Hillworth Bank Partners rendered a fairness
opinion to Home Federal Bancorp. SEACAP Financial, LLC, acted as
financial advisor to Northwest Bancshares and Butler Snow
LLP acted as its legal advisor in the transaction.
Home Federal Bancorp, Inc. of Louisiana is the
holding company for Home Federal Bank which conducts business from
its nine full-service banking offices and home office in northwest
Louisiana.
Statements contained in this news release which
are not historical facts may be forward-looking statements as that
term is defined in the Private Securities Litigation Reform Act of
1995. Forward-looking statements can be identified by the fact that
they do not relate strictly to historical or current facts. They
often include words like “believe”, “expect”, “anticipate”,
“estimate”, and “intend”, or future or conditional verbs such as
“will”, “would”, “should”, “could”, or “may”. We undertake no
obligation to update any forward-looking statements.
Actual results could differ materially from
those indicated in forward-looking statements. Among other
factors, actual results may differ from those described in
forward-looking statements due to: the possibility that the
proposed transaction does not close when expected or at all because
required regulatory, shareholder or other approvals and other
conditions to closing are not received or satisfied on a timely
basis or at all; the terms of the proposed transaction may need to
be modified to obtain such approvals or satisfy such conditions;
the anticipated benefits from the proposed transaction are not
realized in the time frame anticipated or at all as a result of
changes in general economic and market conditions, interest rates,
laws and regulations and their enforcement, and the degree of
competition in the markets served by the companies; the ability to
promptly and effectively integrate the businesses of the companies;
the reaction of the companies' customers to the transaction;
diversion of management time on merger-related issues; changes in
asset quality and credit risk; the inability to sustain revenue and
earnings; and competitive conditions.
Home Federal Bancorp’s Annual Reports on Form
10-K and other reports filed with the SEC describe some additional
factors which could cause actual conditions, events or results to
differ significantly from those described in forward-looking
statements.
Forward-looking statements speak only as of the
date they are made. Home Federal Bancorp does not undertake to
update forward-looking statements to reflect circumstances or
events that occur after the date the forward-looking statements are
made or to reflect the occurrence of unanticipated events.
Annualized, pro forma, projected and estimated
numbers presented herein are presented for illustrative purpose
only, are not forecasts and may not reflect
actual results.
CONTACTS: |
James R. Barlow |
John A. Batson |
|
Home Federal Bancorp, Inc. of Louisiana |
Northwest Bancshares Corporation |
|
Chairman of the Board, President and Chief Executive Officer |
President and Chief Executive Officer |
|
(318) 222-1145 |
(318) 965-9691 |
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