Wells Financial Corp. Announces Modified Dutch Auction to Purchase up to 150,000 Shares of Outstanding Stock
September 28 2004 - 10:21AM
PR Newswire (US)
Wells Financial Corp. Announces Modified Dutch Auction to Purchase
up to 150,000 Shares of Outstanding Stock WELLS, Minn., Sept. 28
/PRNewswire-FirstCall/ -- Wells Financial Corp. ("Wells")
(NASDAQ:WEFC) President and Chief Executive Officer, Lonnie R.
Trasamar, today announced that Wells will repurchase up to 150,000
shares, or approximately 13%, of its 1,162,651 shares of common
stock currently outstanding through a modified Dutch auction issuer
tender offer. The Board of Directors of Wells has selected a
modified Dutch auction tender offer with the goals of deregistering
Wells' common stock from the reporting obligations imposed on Wells
under the Securities Exchange Act of 1934, as amended, and
delisting such stock from the Nasdaq National Market. Under this
format, shareholders will have the opportunity to sell part or all
of their shares to Wells at the cash purchase price selected by the
shareholder of not less than $29.50 per share nor greater than
$31.50 per share. Upon expiration of the offer, Wells will select
the lowest purchase price that will permit it to buy the desired
number of shares. All shares purchased will be purchased at the
same Wells-selected price, even if tendered at a lower price. If
more than the maximum number of shares sought is tendered at or
below the Wells-selected price, tendering shareholders owning fewer
than 100 shares will have their shares purchased without pro-ration
and other shares will be purchased pro rata. Shareholders of record
will, in general, be able to tender their shares free of all
brokerage commissions and stock transfer taxes, if any, which will
be paid by Wells. If, after the offer expires, the number of record
holders of Wells common stock exceeds 300, then Wells intends to
initiate a reverse stock split in a manner that will ensure that
the number of record holders is reduced to below 300, making the
Company eligible for deregistration under the Securities Exchange
Act of 1934, as amended. If stockholders are cashed out as a result
of a reverse stock split, they will receive the same price per
share determined pursuant to the offer. Immediately following any
reverse stock split, the Company may initiate a forward stock split
in order to increase the number of issued and outstanding shares of
our common stock to pre-reverse stock split levels, less any
fractional shares that are cashed-out in the reverse stock split.
The offer is not conditioned on a minimum number of shares being
tendered. Wells will pay for the shares purchased and for all
related fees and expenses out of available funds and cash on hand.
The offer to purchase shares will begin September 28, 2004 and
expire on October 29, 2004, unless extended. Shares tendered into
the offer may be withdrawn at any time before the expiration date
of the offer. On September 27, 2004, the closing sale price for the
common stock as reported on the Nasdaq National Market was $28.75.
NEITHER WELLS FINANCIAL CORP. NOR ITS BOARD OF DIRECTORS MAKES ANY
RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR
REFRAIN FROM TENDERING ANY OR ALL OF SUCH SHAREHOLDER'S SHARES IN
THE OFFER AND HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY SUCH
RECOMMENDATION. This announcement is neither an offer to purchase
nor a solicitation of an offer to sell shares of Wells common
stock. The offer is made solely by the Offer to Purchase, dated
September 28, 2004, and the related Letter of Transmittal. Each
shareholder is urged to consult their tax advisor as to the
particular tax consequences of the tender offer to such
shareholder. The full details of the offer, including complete
instructions on the tender process procedure along with the
transmittal forms and other data is being mailed to shareholders
commencing on or about September 28, 2004. You should read the
Offer to Purchase and the Letter of Transmittal carefully because
they contain important information. The documents will be available
free of charge at the website of the United States Securities and
Exchange Commission at http://www.sec.gov/ . The documents may also
be obtained free of charge from Wells Financial Corp. (507)
553-3151 or from the information agent for the offer, D.F. King at
(800) 368-5948. Wells Financial Corp. is the holding company of
Wells Federal Bank, a federally chartered savings bank
headquartered in Wells, Minnesota. The Bank's deposits are
federally insured by the Federal Deposit Insurance Corporation
("FDIC"). At June 30, 2004, Wells Financial Corp. had total assets
and stockholders' equity of $223.4 million and $28.3 million,
respectively. The foregoing material may contain forward-looking
statements. We caution that such statements may be subject to a
number of uncertainties and actual results could differ materially
and, therefore, readers should not place undue reliance on any
forward-looking statements. Wells Financial Corp. does not
undertake, and specifically disclaims, any obligation to publicly
release the results of any revisions that may be made to any
forward-looking statements to reflect the occurrence of anticipated
or unanticipated events or circumstances after the date of such
statements. DATASOURCE: Wells Financial Corp. CONTACT: Lonnie R.
Trasamar, President and Chief Executive Officer of Wells Financial
Corp., +1-507-553-3151
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