SEATTLE and LACEY, Wash., April 11,
2017 /PRNewswire/ -- Washington Federal, Inc. (the
"Company" or "Washington Federal") (NASDAQ: WAFD) and Anchor
Bancorp ("Anchor") (NASDAQ: ANCB) announced today the signing of a
definitive merger agreement. The merger agreement calls for the
merger of Anchor with and into the Company, followed by the merger
of Anchor's wholly-owned subsidiary, Anchor Bank, into the
Company's wholly-owned subsidiary, Washington Federal, National
Association. The merger is an all-stock transaction, with the
aggregate merger consideration consisting of shares of Washington
Federal common stock having a value of approximately $63.9 million. This purchase price is
approximately equal to Anchor's tangible book value as of
December 31, 2016. If consummated,
the transaction is expected to be immediately accretive to
Washington Federal's tangible book value per share by $0.19 per share and is estimated to be accretive
to earnings per share by $0.05 per
year once fully integrated. After closing, the combined company
will have 248 offices in eight western states with total assets of
approximately $15.3 billion and total
deposits of approximately $11.0
billion, based on financial results as of December 31, 2016.
Brent J. Beardall, President and
Chief Executive Officer of Washington Federal, commented, "This
transaction will enhance Washington Federal's presence in
southwestern Washington by
partnering with a bank that has a similar heritage and values. The
merger will allow us to establish a commercial banking presence in
downtown Tacoma. We look forward
to working with Anchor's professional and experienced bankers to
increase our market position and extend them a warm and
enthusiastic welcome. Once we complete the transaction, our focus
will be on continued great service to every single Anchor and
Washington Federal client."
Anchor President and Chief Executive Officer, Jerald L. Shaw, stated, "We are proud to join
forces with another Washington
company that, like Anchor, is known for doing business with
integrity and treating people fairly. Washington Federal also has a
long history of solid financial performance. By joining forces, we
believe that we will create a stronger financial partner for the
communities served by Anchor and that shareholders will experience
better returns and improved liquidity over the long run. Anchor
employees will find in Washington Federal an institution of similar
values and culture with enhanced career opportunities. Clients will
benefit from the greater convenience of a larger branch network and
greater lending capacity. We look forward to working with our new
colleagues to offer the finest customer experience in the industry
and improved return for our shareholders."
Under the terms of the merger agreement, each outstanding share
of Anchor common stock will be exchanged for shares of Washington
Federal, Inc. common stock upon the closing of the transaction.
Each share of Anchor common stock was valued at $25.75, which is approximately equal to Anchor's
tangible book value as of December 31,
2016. The exact number of shares to be issued and the
exchange ratio will be determined based upon the average of the
volume-weighted price of Washington Federal common stock for the
twenty (20) trading days ending on the fifth trading day
immediately preceding the closing date, subject to a negotiated
collar. The merger is expected to close in the third calendar
quarter of 2017, pending the receipt of requisite regulatory
approvals, the approval of Anchor's shareholders and the
satisfaction of other customary closing conditions.
About Washington Federal
As of December 31, 2016,
Washington Federal, headquartered in Seattle, Washington, operated 237 branches in
eight western states, had $14.9
billion in assets, $10.6
billion in deposits and $2.0
billion in stockholders' equity.
To find out more about Washington Federal, please visit the
website www.washingtonfederal.com. Washington Federal uses its
website to distribute financial and other material information
about the Company.
About Anchor
Anchor, headquartered in Lacey,
Washington, operates 10 full-service branches and one loan
production office, and had total assets of $441 million, total deposits of $328 million and total stockholders' equity of
$64 million as of December 31, 2016.
Advisors
Davis Wright Tremaine LLP served as legal counsel to Washington
Federal. Keefe, Bruyette & Woods served as financial advisor to
Anchor and delivered a fairness opinion to its Board of Directors,
and Breyer & Associates PC served as legal counsel to
Anchor.
Forward Looking Statements
This press release contains forward-looking statements regarding
Washington Federal, Anchor, the proposed merger and the combined
company after the close of the transaction that are intended to be
covered by the safe harbor for "forward-looking statements"
provided by the Private Securities Litigation Reform Act of 1995.
All statements other than statements of historical fact are
forward-looking statements. These statements involve inherent
risks, uncertainties and contingencies, many of which are difficult
to predict and are generally beyond the control of Washington
Federal, Anchor and the combined company. We caution readers that a
number of important factors could cause actual results to differ
materially from those expressed in, or implied or projected by,
such forward-looking statements. In addition to factors previously
disclosed in reports filed by Washington Federal and Anchor with
the Securities and Exchange Commission (the "SEC"), risks and
uncertainties for each institution and the combined institution
include, but are not limited to, the following factors: the
expected cost savings, synergies and other financial benefits from
the merger might not be realized within the expected time frames or
at all; governmental approval of the merger may not be obtained or
adverse regulatory conditions may be imposed in connection with
governmental approvals of the merger; conditions to the closing of
the merger may not be satisfied; the shareholders of Anchor may
fail to approve the consummation of the merger; the integration of
the combined company, including personnel changes/retention, might
not proceed as planned; and the combined company might not perform
as well as expected. All forward-looking statements included in
this communication are based on information available at the time
of the communication. Washington Federal and Anchor undertake no
obligation to revise or publicly release any revision or update to
these forward-looking statements to reflect new information, future
events or circumstances or otherwise that occur after the date on
which such statements were made.
Annualized, pro forma, projected and estimated numbers are used
for illustrative purposes only, are not forecasts and may not
reflect actual results.
Notice to Anchor Shareholders
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. In connection with the proposed transaction,
Washington Federal intends to file a registration statement on Form
S-4 with the SEC which will contain a proxy statement/prospectus to
be distributed to the shareholders of Anchor in connection with
their vote on the merger. Each party will also file other documents
regarding the proposed transaction with the SEC. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION REGARDING THE TRANSACTION,
SHAREHOLDERS OF ANCHOR ARE ENCOURAGED TO READ THE REGISTRATION
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC,
INCLUDING THE PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE
REGISTRATION STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final
proxy statement/prospectus will be mailed to shareholders of
Anchor. Investors and security holders will be able to obtain the
documents free of charge at the SEC's website, www.sec.gov. In
addition, documents filed with the SEC by Washington Federal will
be available free of charge by accessing Washington Federal's
website at www.washingtonfederal.com or by writing Washington
Federal at 425 Pike Street, Seattle,
WA 98101, Attention: Investor Relations or calling (206)
626-8178, or by writing Anchor at 601 Woodland Square Loop SE,
Lacey, WA 98503, Attention:
Corporate Secretary or calling (360) 537-1388.
Washington Federal, Anchor, their directors, executive officers
and certain other persons may be deemed to be participants in the
solicitation of proxies from Anchor shareholders in favor of the
approval of the merger. Information about the directors and
executive officers of Washington Federal and their ownership of
Washington Federal stock is included in the proxy statement for its
2017 annual meeting of shareholders, which was filed with the SEC
on December 9, 2016. Information
about the directors and executive officers of Anchor and their
ownership of Anchor stock is set forth in the proxy statement for
its 2016 annual meeting of shareholders, which was filed with the
SEC on September 9, 2016, and also
will be included in the proxy statement/prospectus for the merger.
Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the registration
statement and the proxy statement/prospectus regarding the proposed
merger when it becomes available. Free copies of this document may
be obtained as described in the preceding paragraph.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/washington-federal-inc-to-acquire-anchor-bancorp-for-639-million-in-stock-300438463.html
SOURCE Washington Federal, Inc.