Eagle Bancorp Montana, Inc. (NASDAQ: EBMT), (the “Company,”
“Eagle”), the holding company of Opportunity Bank of Montana, today
announced that it has reached an agreement to acquire Big Muddy
Bancorp, Inc. and its wholly owned subsidiary, The State Bank of
Townsend, Townsend, Montana (“Townsend”). Opportunity Bank’s
acquisition of the $110 million in assets Townsend, which is
structured as an all stock deal, will further solidify its position
as the fourth largest Montana based bank with approximately $940
million in assets. Townsend currently operates 4 branches in
Townsend, Dutton, Denton and Choteau and the acquisition will
provide Opportunity with an additional $110 million in assets, $94
million in deposits, and $92 million in gross loans. Opportunity
Bank will have, upon completion of the transaction, 21 retail
branches in Montana.
The board of directors for both companies
unanimously approved the transaction, which is subject to the
approvals of bank regulatory agencies, the shareholders of Big
Muddy Bancorp, Inc. and other customary closing conditions. Upon
completion of the transaction, Ben Ruddy, currently President of
Big Muddy Bancorp, Inc. will join the Boards of Directors of both
Eagle and Opportunity Bank and will lead the new branch efforts in
north central Montana.
“We are excited about the opportunity that
enables Big Muddy Bancorp, Inc., and The State Bank of Townsend to
join the Eagle team,” stated Peter J. Johnson, President and CEO of
Eagle. “This transaction presents a unique opportunity for Eagle to
expand our presence in the attractive markets of Broadwater,
Fergus, and Teton Counties. The combination provides the
ability to create revenue and cost synergies while offering The
State Bank of Townsend customers a broader product offering,
increased lending limits, and an expanded branch delivery system
that stretches throughout the state of Montana. We continue
to diversify our balance sheet and our geographic footprint while
approaching our target of $1 billion in total assets.”
“This combination allows us to partner with a
strong community bank that is focused on providing great customer
service, a deep commitment to the communities where it operates,
and an excellent environment for employees,” said Ruddy. “We
look forward to working with the management team at Eagle to better
serve our customers and become the bank of choice in our
markets.”
Under the terms of the definitive agreement
signed by the parties, Big Muddy Bancorp shareholders will receive
20.49 shares of Eagle common stock, for a total transaction value
of approximately $19.0 million.
The deal is expected to close during the first
quarter of 2019. Eagle was represented by Panoramic Capital
Advisors and Nixon Peabody LLP while Big Muddy was represented by
Ballard Spahr LLP and Vining Sparks IBG, LP.
Investor Conference Call and
Supplementary Information
Management will host a conference call regarding
this announcement on Wednesday, August 22 at 8:00 a.m. MT (10:00
a.m. EDT). Investment professionals are invited to dial (888)
317-6016 to participate in the call. A replay will be
available for two weeks at (877) 344-7529 using access code
10123515. A slide presentation to accompany management's
commentary may be accessed from Eagle Bancorp's Form 8-K filing
with the SEC or at www.opportunitybank.com.
About the Company
Eagle Bancorp Montana, Inc. is a bank holding
company headquartered in Helena, Montana and is the holding company
of Opportunity Bank, a community bank established in 1922 that
serves consumers and small businesses in Montana through 17 retail
banking offices. Additional information is available on the bank’s
website at www.opportunitybank.com. The shares of Eagle
Bancorp Montana, Inc. are traded on the NASDAQ Market under the
symbol “EBMT.”
Important Information for Investors and
Shareholders
This communication 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, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction. Eagle will file
with the Securities and Exchange Commission (the "SEC") a
registration statement on Form S-4 containing a proxy statement of
Big Muddy Bancorp and a prospectus of Eagle, and Eagle will file
other documents with respect to the proposed merger. A definitive
proxy statement/prospectus will be mailed to shareholders of Big
Muddy Bancorp, Inc. Investors and security holders of Big
Muddy Bancorp are urged to read the proxy statement/prospectus and
other documents that will be filed with the SEC carefully and in
their entirety when they become available because they will contain
important information. Investors and security holders will
be able to obtain free copies of the registration statement and the
proxy statement/prospectus (when available) and other documents
filed with the SEC by Eagle through the website maintained by the
SEC at http://www.sec.gov. Copies of the documents filed with the
SEC by Eagle will be available free of charge on Eagle’s internet
website or by contacting Eagle.
Eagle, Big Muddy Bancorp, Inc., their respective
directors and executive officers and other members of management
and employees may be considered participants in the solicitation of
proxies in connection with the proposed transaction. Information
about the directors and executive officers of Eagle is set forth in
its proxy statement for its 2018 annual meeting of shareholders,
which was filed with the SEC on March 13, 2018 and its Current
Reports on Form 8-K. Other information regarding the participants
in the proxy solicitations and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the proxy statement/prospectus and other relevant
materials to be filed with the SEC when they become available.
Safe Harbor Statement
Certain statements contained in this
presentation that are not statements of historical fact are
forward-looking statements. These forward-looking statements, which
are based on certain assumptions and describe our future plans,
strategies and expectations, can generally be identified by the use
of the words “may”, “would”, “could”, “will”, “expect”,
“anticipate”, “project”, “believe”, “intend”, “plan” and
“estimate”, as well as similar words and expressions. These
forward-looking statements include statements related to our
projected growth, our anticipated acquisitions, including
statements related to the expected timing, completion and
other effects our anticipated acquisitions, our anticipated future
financial performance, and management’s long-term performance
goals, as well as statements relating to the anticipated effects on
results of operations and financial condition from expected
developments or events, or business and growth strategies,
including projections of future amortization and accretion,
the impact of the anticipated internal growth and plans to
establish or acquire banks or the assets of failed banks.
These forward-looking statements involve
significant risks and uncertainties that could cause our actual
results to differ materially from those anticipated in such
statements. Potential risks and uncertainties include the
following:
- the inability to obtain the requisite regulatory and
shareholder approvals for the anticipated acquisitions and meet
other closing terms and conditions;
- the reaction to the anticipated acquisitions of all the banks’
customers, employees and counter-parties or difficulties related to
the transition of services;
- the timing to consummate the proposed merger;
- the risk that a condition to closing of the proposed merger may
not be satisfied;
- the diversion of management time on issues related to the
proposed merger;
- the difficulties and risks inherent with entering new
markets;
- the results of the audit of the Big Muddy Bancorp,Inc.
financial statements;
- general economic conditions (both generally and in our markets)
may be less favorable than expected, which could result in, among
other things, a continued deterioration in credit quality, a
further reduction in demand for credit and a further decline in
real estate values;
- our ability to raise additional capital may be impaired if
markets are disrupted or become more volatile;
- costs or difficulties related to the integration of the banks
we may acquire may be greater than expected;
- restrictions or conditions imposed by our regulators on our
operations may make it more difficult for us to achieve our
goals;
- governmental monetary and fiscal policies as well as
legislative or regulatory changes, including changes in accounting
standards and compliance requirements, may adversely affect
us;
- competitive pressures among depository and other financial
institutions may increase significantly;
- changes in the interest rate environment may reduce margins or
the volumes or values of the loans we make or have acquired;
- other financial institutions have greater financial resources
and may be able to develop or acquire products that enable them to
compete more successfully than we can;
- our ability to attract and retain key personnel can be affected
by the increased competition for experienced employees in the
banking industry;
- adverse changes may occur in the bond and equity markets;
- war or terrorist activities may cause further deterioration in
the economy or cause instability in credit markets;
- economic, governmental or other factors may prevent the
projected population, residential and commercial growth in the
markets in which we operate; and
- we will or may continue to face the risk factors discussed from
time to time in the periodic reports we file with the SEC.
For these forward-looking statements, we claim
the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of
1995.
You should not place undue reliance on the
forward-looking statements, which speak only as of the date of this
presentation. All subsequent written and oral forward-looking
statements attributable to us or any person acting on our behalf
are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. We undertake
no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. See Item 1A, Risk Factors, in our Annual Report on
form 10-K for the year ended December 31, 2017, and otherwise in
our SEC reports and filings, for a description of some of the
important factors that may affect actual outcomes.
Contacts:Peter J. Johnson, President and CEO(406) 457-4006 Laura
F. Clark, EVP and CFO(406) 457-4007
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