Glacier Bancorp, Inc. Announces Acquisition of FNB Bancorp in Layton, Utah
January 16 2019 - 8:30PM
Glacier Bancorp, Inc. (“Glacier”) (NASDAQ:GBCI) today announced the
signing of a definitive agreement to acquire FNB Bancorp (“FNB”),
the bank holding company for The First National Bank of Layton
(“First National Bank”), a community bank based in Layton, Utah.
The acquisition marks Glacier’s 21st acquisition since 2000 and its
tenth transaction in the past six years. FNB provides banking
services to individuals and businesses throughout Utah with six
banking offices located in Layton, Bountiful, Clearfield, and
Draper. As of September 30, 2018, FNB had total assets of $326
million, gross loans of $243 million and total deposits of $278
million.
The boards of Glacier and FNB unanimously
approved the transaction, which is subject to regulatory approval
and other customary conditions of closing. The definitive agreement
provides that upon closing of the transaction, each share of FNB
common stock is expected to be exchanged for 0.6474 shares of
Glacier common stock (2,046,411 Glacier shares in the aggregate).
Based on the closing price of $41.55 for Glacier shares on January
15, 2019, the transaction would result in an aggregate value of
$85.0 million. Upon closing of the transaction, which is
anticipated to take place in the second quarter of 2019, the
branches of First National Bank, along with Glacier Bank’s four
existing branches operating in Utah, will operate as a new Glacier
Bank division headquartered in Utah. The new division, with over
$500 million in assets, will rank #7 in total Utah deposit market
share among community banks (excluding money center banks and
Industrial Loan Companies).
"We are excited for this opportunity to partner
with FNB and expand Glacier’s presence in Utah,” said Randy
Chesler, Glacier's President and Chief Executive Officer, “The
addition of FNB, along with its long history, strong talent pool,
and experienced community banking team helps further establish
Glacier in Utah and set the stage for future growth.” Chesler also
noted that the transaction will be immediately accretive to
Glacier's earnings per share, excluding one-time
transaction-related expenses and accretive to tangible book value
per share.
John Jones, President and Chief Executive
Officer of FNB, commented, “We’re proud that Glacier Bancorp
recognizes our legacy and leadership and that they want us to join
them while continuing to focus on our local customers and
communities as we always have. The growth here in Utah is
unprecedented and exciting. By combining forces with Glacier, we
will be able to expand our reach further in Utah plus we will have
access to the resources and services of a much larger organization,
allowing us to serve our customers and communities well into the
future.”
Glacier management will review additional
information regarding the transaction in a conference call
beginning at 9 a.m. Mountain Time on Thursday, January 17, 2019.
The call may be accessed by dialing (877) 561-2748, and the
conference ID is 3054907.
Glacier was advised in the transaction by Piper
Jaffray & Co. as financial advisor and Miller Nash Graham &
Dunn LLP as legal counsel. FNB was advised by Sandler O’Neill +
Partners, L.P. as financial advisor and Sheppard, Mullin, Richter
& Hampton LLP as legal counsel.
About Glacier Bancorp, Inc.
Glacier Bancorp, Inc. is the parent company for
Glacier Bank, Kalispell, and its bank divisions: First Security
Bank of Missoula; Valley Bank of Helena; Western Security Bank,
Billings; First Bank of Montana, Lewistown; and First Security
Bank, Bozeman, all operating in Montana; as well as Mountain West
Bank, Coeur d’Alene, operating in Idaho, Utah and Washington; First
Bank, Powell, operating in Wyoming and Utah; Citizens Community
Bank, Pocatello, operating in Idaho; Bank of the San Juans,
Durango, and Collegiate Peaks Bank, Buena Vista, both operating in
Colorado; First State Bank, Wheatland, operating in Wyoming; North
Cascades Bank, Chelan, operating in Washington; and The Foothills
Bank, Yuma, operating in Arizona.
Visit Glacier’s website at
http://www.glacierbancorp.com.
Forward-Looking Statements
This news release includes or may imply
forward-looking statements pertaining to management’s expectations
regarding future events and developments such as the benefits of
the business combination transaction involving Glacier and FNB,
continued success of Glacier’s style of banking and the strength of
the local economies in which Glacier operates. Future events are
difficult to predict, and the expectations described above are
necessarily subject to risk and uncertainty that may cause actual
results to differ materially and adversely. In addition to
discussions about risks and uncertainties set forth from time to
time in Glacier’s public filings, factors that may cause actual
results to differ materially from those contemplated by such
forward-looking statements include, among others, the following
possibilities: (1) local, national and international economic
conditions are less favorable than expected or have a more direct
and pronounced effect on Glacier than expected and adversely affect
Glacier’s ability to continue its internal growth at historical
rates and maintain the quality of its earning assets; (2) the
merger transaction will not close when expected or at all because
required regulatory, shareholder or other approvals or conditions
to closing are not received or satisfied on a timely basis or at
all; (3) projected business increases following strategic expansion
or opening or acquiring new banks and/or branches are lower than
expected; (4) costs or difficulties related to the integration of
acquisitions are greater than expected; or (5) legislation or
regulatory requirements or changes adversely affect the businesses
in which Glacier is engaged.
Contact: Randall M. Chesler(406) 751-4722Ronald
J. Copher(406) 751-7706
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