Washington Federal, Inc. (“Washington Federal”) (NASDAQ:
WAFD) and Anchor Bancorp (“Anchor”) (NASDAQ: ANCB) announced
today that they have mutually agreed to amend their merger
agreement that was entered into on April 11, 2017. The amendment
extends from December 31, 2017 to
June 30, 2018, the date after which either party can
elect to terminate the agreement if the transaction contemplated by
the agreement (the “Merger”) has not yet been completed.
This Smart News Release features multimedia.
View the full release here:
http://www.businesswire.com/news/home/20170927006307/en/
The need for the amendment was due to the identification of
certain issues with respect to procedures, systems and processes of
Washington Federal’s bank subsidiary, Washington Federal,
National Association, relating to its Bank Secrecy Act (“BSA”)
program. Washington Federal is taking proactive steps to remediate
these issues. Given that these remediation efforts likely would
impact regulatory approvals necessary to consummate the Merger,
Washington Federal has decided to withdraw its regulatory
applications relating to the Merger and resubmit them after the
remediation has progressed. The amendment to the merger agreement
also provides for up to three additional six month extensions
beyond June 30, 2018, and addresses certain Anchor operational
matters in light of the extension. There can be no assurance that
the Merger will be completed by the extended termination date or
any further extended date.
Washington Federal’s President and Chief Executive Officer Brent
Beardall commented, “We are disappointed that we will not be able
to complete the Anchor transaction in the time-frame originally
anticipated; however, we will use this opportunity to improve our
processes and systems. We have been very impressed with both the
clients and employees of Anchor Bank and look forward to bringing
our two banks together.”
Jerry Shaw, President and Chief Executive Officer of Anchor
stated, "We continue to believe that a merger with Washington
Federal is beneficial to our shareholders and the communities we
serve. We could not have asked for a better strategic partner than
Washington Federal as we continue to work together towards a
successful outcome."
About Washington Federal
As of June 30, 2017, Washington Federal reported total assets of
$15.0 billion and net income of $172 million for the four quarters
then ended.
Washington Federal, National Association, is a national bank
with headquarters in Seattle, Washington, and 236 branches in eight
western states. To find out more about Washington Federal, please
visit our website www.washingtonfederal.com. Washington Federal
uses its website to distribute financial and other material
information about Washington Federal.
About Anchor
As of June 30, 2017, Anchor reported total assets of $462.5
million and net income of $2.4 million for the fiscal year then
ended.
Anchor is headquartered in Lacey, Washington and is the parent
company of Anchor Bank, a community-based savings bank
primarily serving Western Washington through its 10 full-service
banking offices (including one Wal-Mart in-store location) within
Grays Harbor, Thurston, Lewis, Pierce and Mason counties, and
one loan production office located in King County, Washington.
Anchor's common stock is traded on the NASDAQ Global Market under
the symbol "ANCB" and is included in the Russell 2000 Index. For
more information, visit the Anchor's web site
www.anchornetbank.com.
Important Cautionary
Statements
This press release contains statements about Washington
Federal’s and Anchor’s future that are not statements of historical
fact. These statements are “forward looking statements” for
purposes of applicable securities laws, and are based on current
information and/or management's good faith belief as to future
events. The words “believe,” “expect,” “anticipate,” “project,”
“should,” and similar expressions signify forward-looking
statements. Forward-looking statements should not be read as a
guarantee of future performance. By their nature, forward-looking
statements involve inherent risk and uncertainties, which change
over time; and actual performance, could differ materially from
those anticipated by any forward-looking statements. Washington
Federal and Anchor undertake no obligation to update or revise any
forward-looking statement. In addition to factors previously
disclosed in Washington Federal’s and Anchor’s SEC reports
(accessible on the SEC’s website at www.sec.gov and on Washington
Federal’s website at www.washingtonfederal.com and Anchor’s website
at www.anchornetbank.com), and elsewhere in this press release, the
following factors, among others, could cause actual results to
differ materially from forward-looking statements or historical
performance, particularly in view of the BSA issues that have
caused the parties to extend the termination date in the merger
agreement: ability to obtain regulatory approvals and meet other
closing conditions to the Merger, including approval by Anchor’s
shareholders, on the expected terms and schedule; the potential
delay in closing the Merger beyond the date after which either
party can terminate the merger agreement; the success, timeliness
and cost of Washington Federal’s remediation efforts; actions of
government authorities; the success timing and ability to pursue
Washington Federal’s growth or other business initiatives; and the
ability to retain customers and personnel.
Additional Information
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
with Anchor, Washington Federal has filed a registration statement
on Form S-4 with the SEC that contains 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 is part of the
registration statement, as well as any amendments or supplements to
those documents, when they become available, because they will
contain important information about the 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.
Participants in the Transaction
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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170927006307/en/
Washington Federal, Inc.Brad Goode, 206-626-8178orAnchor
BancorpJerald L. Shaw, 360-491-2250
Anchor Bancorp (delisted) (NASDAQ:ANCB)
Historical Stock Chart
From Aug 2024 to Sep 2024
Anchor Bancorp (delisted) (NASDAQ:ANCB)
Historical Stock Chart
From Sep 2023 to Sep 2024