First Interstate BancSystem, Inc. (NASDAQ: FIBK) (“FIBK”),
parent company of First Interstate Bank, and Great Western Bancorp,
Inc. (NYSE: GWB) (“GWB”), parent company of Great Western Bank,
today jointly announced that they have received the required
regulatory clearances from the Board of Governors of the Federal
Reserve System and the Montana Division of Banking and Financial
Institutions related to the proposed merger of FIBK and GWB and the
merger of FIBK’s and GWB’s respective subsidiary banks, First
Interstate Bank and Great Western Bank.
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The merger of GWB into FIBK and the transaction is expected to
close in February 2022, subject to other customary closing
conditions set forth in the merger agreement between FIBK and GWB,
including regulatory approval from the Division of Banking of the
South Dakota Department of Labor and Regulation and receipt of the
requisite approvals of the shareholders of FIBK and stockholders of
GWB at their upcoming special meetings on January 19, 2022. The
combined holding company will operate under the First Interstate
name and brand with the company’s headquarters remaining in
Billings, Montana.
The combined company leverages the strengths of both
organizations, creating a diversified, community-focused banking
franchise with a network of more than 300 branches across 14
states. With assets totaling over $32 billion, the pro forma
company establishes FIBK as the premier banking franchise in the
West.
"We are pleased to have received regulatory approval from the
Federal Reserve and from the State of Montana regarding our
partnership with Great Western Bank," said Kevin Riley, FIBK
President and CEO. "We are eager to expand First Interstate’s
community banking model into eight new states and look forward to
building relationships with the employees and clients who call
these beautiful regions home.”
After closing, FIBK will provide GWB customers comprehensive
information relating to the anticipated conversion of their
accounts in May 2022, at which time GWB branches will become FIBK
branches. Until then, clients will continue to be served through
their respective GWB and FIBK branches, websites, and mobile
apps.
“We’re excited to join forces, and confident that both
companies’ stakeholders will benefit from this partnership,” said
Mark Borrecco, GWB President and CEO. “We’ll be able to offer
customers access to additional branch locations and new products
and services, provide new growth and professional development
opportunities to our employees, deliver additional returns to our
shareholders, and have an even greater impact on our
communities.”
About First Interstate BancSystem, Inc.
First Interstate BancSystem, Inc. is a financial services
holding company headquartered in Billings, Montana. It is the
parent company of First Interstate Bank, a community bank with
$19.3 billion in assets as of September 30, 2021. First Interstate
proudly delivers financial solutions across Idaho, Montana, Oregon,
South Dakota, Washington, and Wyoming. A recognized leader in
community banking services, First Interstate is driven by strong
values as well as a commitment to delivering a rewarding experience
to its employees, strong returns to shareholders, exceptional
products and services to its clients, and resources to the
communities it serves. More information is available at
www.firstinterstate.com.
About Great Western Bancorp, Inc.
Great Western Bancorp, Inc. is the holding company for Great
Western Bank, a full-service, $13 billion regional bank focused on
relationship-based business banking. Great Western Bank offers
small and mid-sized businesses a focused suite of financial
products and a range of deposit and loan products to retail
customers through several channels, including the branch network,
online banking system, mobile banking applications, and customer
care centers. The bank services its customers through more than 170
branches in nine states: Arizona, Colorado, Iowa, Kansas,
Minnesota, Missouri, Nebraska, North Dakota, and South Dakota. To
learn more about Great Western Bank, visit
www.greatwesternbank.com.
Cautionary Note Regarding Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Rule 175 promulgated thereunder, and Section 21E of
the Securities Exchange Act of 1934, as amended, and Rule 3b-6
promulgated thereunder, which involve inherent risks and
uncertainties. Any statements about FIBK’s, GWB’s or the combined
company’s plans, objectives, expectations, strategies, beliefs, or
future performance or events constitute forward-looking statements.
Such statements are identified as those that include words or
phrases such as “believes,” “expects,” “anticipates,” “plans,”
“trend,” “objective,” “continue,” or similar expressions or future
or conditional verbs such as “will,” “would,” “should,” “could,”
“might,” “may,” or similar expressions. Forward-looking statements
involve known and unknown risks, uncertainties, assumptions,
estimates, and other important factors that change over time and
could cause actual results to differ materially from any results,
performance, or events expressed or implied by such forward-looking
statements. Such forward-looking statements include but are not
limited to statements about the benefits of the business
combination transaction between FIBK and GWB (the “Transaction”),
including future financial and operating results, the combined
company’s plans, objectives, expectations and intentions, and other
statements that are not historical facts.
These forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially
from those projected. In addition to factors previously disclosed
in FIBK’s and GWB’s reports filed with the U.S. Securities and
Exchange Commission (the “SEC”) and those identified elsewhere in
this document, the following factors, among others, could cause
actual results to differ materially from forward-looking statements
or historical performance: the occurrence of any event, change, or
other circumstance that could give rise to the right of one or both
of the parties to terminate the definitive merger agreement between
FIBK and GWB; the outcome of any legal proceedings that may be
instituted against FIBK or GWB; the possibility that the
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
(and the risk that such approvals may result in the imposition of
conditions that could adversely affect the combined company or the
expected benefits of the Transaction); the risk 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, or
problems arising from, 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 FIBK and GWB operate; the
ability to promptly and effectively integrate the businesses of
FIBK and GWB; the possibility that the Transaction may be more
expensive to complete than anticipated, including as a result of
unexpected factors or events; reputational risk and potential
adverse reactions of FIBK’s or GWB’s customers, employees or other
business partners, including those resulting from the announcement
or completion of the Transaction; the dilution caused by FIBK’s
issuance of additional shares of its capital stock in connection
with the Transaction; the diversion of management’s attention and
time from ongoing business operations and opportunities on
merger-related matters; and the impact of the global COVID-19
pandemic on FIBK’s or GWB’s businesses, the ability to complete the
Transaction or any of the other foregoing risks.
These factors are not necessarily all of the factors that could
cause FIBK’s, GWB’s or the combined company’s actual results,
performance, or achievements to differ materially from those
expressed in or implied by any of the forward-looking statements.
Other unknown or unpredictable factors also could harm FIBK’s,
GWB’s or the combined company’s results.
All forward-looking statements attributable to FIBK, GWB, or the
combined company, or persons acting on FIBK’s or GWB’s behalf, are
expressly qualified in their entirety by the cautionary statements
set forth above. Forward-looking statements speak only as of the
date they are made and FIBK and GWB do not undertake or assume any
obligation to update publicly any of these statements to reflect
actual results, new information or future events, changes in
assumptions, or changes in other factors affecting forward-looking
statements, except to the extent required by applicable law. If
FIBK or GWB update one or more forward-looking statements, no
inference should be drawn that FIBK or GWB will make additional
updates with respect to those or other forward-looking statements.
Further information regarding FIBK, GWB and factors which could
affect the forward-looking statements contained herein can be found
in the registration statement on Form S-4, as well as FIBK’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2020,
its Quarterly Reports on Form 10-Q for the three-month periods
ended March 31, 2021, June 30, 2021 and September 30, 2021, and its
other filings with the SEC, and in GWB’s Annual Report on Form 10-K
for the fiscal year ended September 30, 2021, and its other filings
with the SEC.
Additional Information about the Transaction and Where to
Find It
This communication is being made with respect to the proposed
transaction involving FIBK and GWB. This material is not a
solicitation of any vote or approval of GWB stockholders and is not
a substitute for the joint proxy statement/prospectus or any other
documents that GWB may send to stockholders in connection with the
proposed merger. This communication does not constitute an offer to
sell or the solicitation of an offer to buy any securities.
In connection with the Transaction, FIBK has filed with the SEC
a Registration Statement on Form S-4 to register the shares of FIBK
capital stock to be issued in connection with the Transaction. The
Registration Statement includes a joint proxy statement of FIBK and
GWB that also constitutes a prospectus of FIBK. The registration
statement on Form S-4 was declared effective by the SEC on December
16, 2021, and FIBK and GWB commenced mailing the definitive joint
proxy statement/prospectus to their shareholders and stockholders,
respectively, on or about December 16, 2021.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY
STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON
FORM S-4, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE
INTO THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION REGARDING FIBK, GWB, THE TRANSACTION AND
RELATED MATTERS.
Investors and security holders may obtain free copies of these
documents and other documents filed with the SEC by FIBK or GWB
through the website maintained by the SEC at http://www.sec.gov or
from FIBK at its website, www.fibk.com, or from GWB at its website,
www.greatwesternbank.com. Documents filed with the SEC by FIBK are
available free of charge by accessing the “SEC Filings” page of
FIBK’s website at www.fibk.com/sec-filings, or alternatively by
directing a request by mail or telephone to First Interstate
BancSystem, Inc., 401 N. 31st Street, Billings, Montana, 59116,
Attention: John Stewart, Deputy Chief Financial Officer, telephone:
406-255-5311, and documents filed with the SEC by GWB are available
free of charge by accessing GWB’s website at
www.greatwesternbank.com under the tab “Investor Relations” and
then under the heading “Financial Info – Documents” or,
alternatively, by directing a request by telephone or mail to Great
Western Bancorp Inc., 225 South Main Avenue, Sioux Falls, South
Dakota 57104, (605) 988-9253.
Participants in the Solicitation
FIBK, GWB, and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of FIBK and
stockholders of GWB in connection with the Transaction under the
rules of the SEC. Information about the interests of the directors
and executive officers of FIBK and GWB and other persons who may be
deemed to be participants in the solicitation of shareholders of
FIBK and stockholders of GWB in connection with the Transaction and
a description of their direct and indirect interests, by security
holdings or otherwise, is included in the joint proxy
statement/prospectus related to the Transaction. Additional
information about FIBK, the directors and executive officers of
FIBK and their ownership of FIBK common stock is also set forth in
the definitive proxy statement for FIBK’s 2021 Annual Meeting of
Shareholders, as filed with the SEC on Schedule 14A on April 14,
2021, and other documents subsequently filed by FIBK with the SEC.
Additional information about GWB, the directors and executive
officers of GWB and their ownership of GWB common stock can also be
found in GWB’s Annual Report on Form 10-K for the fiscal year ended
September 30, 2021, as filed with the SEC on November 24, 2021, and
other documents subsequently filed by GWB with the SEC. Free copies
of these documents may be obtained as described above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211222005599/en/
Media: Brittany Cremer PR & Communications Manager
406-255-5310 brittany.cremer@fib.com
Investors: John R. Stewart, CFA Deputy Chief Financial
Officer 406-255-5311 john.stewart@fib.com
Great Western Bancorp (NYSE:GWB)
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