Western Alliance Bancorporation (NYSE:WAL) and Western Liberty
Bancorp (NASDAQ:WLBC), referred to herein as Western Alliance and
Western Liberty, announced today the filing with the Securities and
Exchange Commission, or the SEC, and the mailing to Western Liberty
stockholders, of a supplement to the proxy statement/prospectus
provided to stockholders in connection with the proposed merger of
Western Liberty and Western Alliance. The merger is to be voted on
by Western Liberty stockholders at a special meeting of Western
Liberty stockholders scheduled for 10:00 am on October 17, 2012 at
Western Liberty’s headquarters in Las Vegas.
The additional disclosures supplement the disclosure contained
in the proxy statement/prospectus filed by Western Liberty and
Western Alliance with the SEC on September 12, 2012 and mailed to
Western Liberty stockholders, and should be read in conjunction
with the disclosures contained in the proxy statement/prospectus,
which in turn should be read in its entirety. A copy of the
supplement is attached to this press release.
The supplement has been filed in connection with a proposed
settlement of a putative class action lawsuit that was filed in the
District Court of the State of Nevada, Clark County, on September
21, 2012 by plaintiff David Raul against Western Alliance, Western
Liberty and the directors of Western Liberty. The action alleges,
among other things, that Western Liberty’s board of directors
breached its fiduciary duties in connection with the board of
directors’ approval of the proposed merger and that Western
Alliance aided and abetted such alleged breach of fiduciary duties.
The plaintiff seeks injunctive relief preventing the merger, an
order rescinding the proposed merger in the event it is not
enjoined, and damages as a result of the alleged actions of the
defendants, including attorneys’ and experts’ fees.
The defendants believe this lawsuit is without merit but in
order to avoid the costs, risks and uncertainties inherent in
litigation and to allow stockholders to vote on the proposal to
adopt the merger agreement at the scheduled special meeting,
counsel for Western Liberty, Western Alliance and the other
defendants have entered into a memorandum of understanding with
plaintiffs’ counsel to settle the action subject to court approval.
The settlement requires Western Liberty and Western Alliance to
provide certain additional disclosures set forth in the supplement
to the proxy statement/prospectus, but will not affect the merger
consideration to be received by Western Liberty stockholders or the
timing of the special meeting of the Western Liberty stockholders
scheduled for October 17, 2012. If the Nevada court approves the
settlement, the action will be dismissed with prejudice.
Nothing in this press release, the proposed settlement or the
supplement to the proxy statement/prospectus shall be deemed an
admission of the legal necessity or materiality of any of the
disclosures set forth in the supplement.
About Western Alliance Bancorporation
With $7.2 billion in assets, Western Alliance Bancorporation is
the parent company of Bank of Nevada, Western Alliance Bank doing
business as Alliance Bank of Arizona and First Independent Bank,
Torrey Pines Bank, and Shine Investment Advisory Services. These
dynamic organizations provide a broad array of deposit and credit
services to clients in Nevada, Arizona and California, and
investment services in Colorado. Staffed with experienced financial
professionals, these organizations deliver a broader product array
and larger credit capacity than community banks, yet are empowered
to be more responsive to customers' needs than larger institutions.
Additional investor information can be accessed on the Investor
Relations page of the company's website,
www.westernalliancebancorp.com.
About Western Liberty Bancorp
With $199 million in assets, Western Liberty Bancorp is a Nevada
bank holding company which conducts operations through Service1st
Bank of Nevada, its wholly-owned banking subsidiary, and Las Vegas
Sunset Properties. Service1st Bank operates as a traditional
community bank and provides a full range of deposit, lending and
other banking services to locally-owned businesses, professional
firms, individuals and other customers from its headquarters and
two retail banking facilities located in the greater Las Vegas
area. Services provided include basic commercial and consumer
depository services, commercial working capital and equipment
loans, commercial real estate loans, and other traditional
commercial banking services. Primarily all of the bank’s business
is generated in the Nevada market.
Additional Information
This communication is being made in respect of the proposed
merger involving Western Alliance and Western Liberty.
In connection with the proposed merger with Western Liberty,
Western Alliance filed with the SEC a Registration Statement on
Form S-4, as amended, that included a proxy statement of Western
Liberty that also constitutes a prospectus of Western Alliance.
Western Liberty mailed the proxy statement/prospectus to its
stockholders. Investors and security holders are urged to read
the proxy statement/prospectus, including the newly filed
supplement, regarding the proposed merger because it contains
important information. You may obtain a free copy of the proxy
statement/prospectus, including the supplement, and other related
documents filed by Western Alliance and Western Liberty with the
SEC at the SEC’s website at www.sec.gov. The proxy
statement/prospectus and the other documents may also be obtained
for free by accessing Western Alliance’s website at
www.westernalliancebancorp.com under the tab “Investor Relations”
and then under the heading “Financial Documents” or by accessing
Western Liberty’s website at www.westernlibertybank.com under the
tab “Investor Relations” and then under the heading “Financial
Information”.
Participants in the Transactions
Western Alliance, Western Liberty and their respective
directors, executive officers and certain other members of
management and employees may be soliciting proxies from Western
Liberty stockholders in favor of the merger with Western Alliance.
Information regarding the persons who may, under the rules of the
SEC, be considered participants in the solicitation of the Western
Liberty stockholders in connection with the proposed merger is set
forth in the proxy statement/prospectus filed with the SEC.
You can find information about the executive officers and
directors of Western Alliance in its Annual Report on Form 10-K for
the year ended December 31, 2011 and in its definitive proxy
statement filed with the SEC on March 16, 2012, as
supplemented. You can find information about Western Liberty’s
executive officers and directors in its Annual Report on Form 10-K
for the year ended December 31, 2011 and in its definitive
proxy statement filed with the SEC on April 26, 2010. You can
obtain free copies of these documents from Western Alliance or
Western Liberty using the information above.
This communication shall not constitute an offer to sell or
the solicitation of an offer to sell or the solicitation of an
offer to buy any securities.
Cautionary Note Regarding Forward-Looking Statements
This release contains forward-looking statements that relate to
expectations, beliefs, projections, future plans and strategies,
anticipated events or trends and similar expressions concerning
matters that are not historical facts. The forward-looking
statements contained herein reflect our current views about future
events and financial performance and are subject to risks,
uncertainties, assumptions and changes in circumstances that may
cause our actual results to differ significantly from historical
results and those expressed in any forward-looking statement. Some
factors that could cause actual results to differ materially from
historical or expected results include: failure of the parties to
satisfy the closing conditions in either merger agreement in a
timely manner or at all; failure of the shareholders of Western
Liberty to approve the applicable merger agreement; failure to
settle the pending litigation involving the merger; disruptions to
the parties’ businesses as a result of the announcement and
pendency of the merger; costs or difficulties related to the
integration of the business following the merger; factors listed in
the Form 10-K as filed with the SEC; changes in general economic
conditions, either nationally or locally in the areas in which we
conduct or will conduct our business; inflation, interest rate,
market and monetary fluctuations; increases in competitive
pressures among financial institutions and businesses offering
similar products and services; higher defaults on our loan
portfolio than we expect; changes in management’s estimate of the
adequacy of the allowance for credit losses; legislative or
regulatory changes or changes in accounting principles, policies or
guidelines; management’s estimates and projections of interest
rates and interest rate policy; the execution of our business plan;
and other factors affecting the financial services industry
generally or the banking industry in particular.
We do not intend and disclaim any duty or obligation to update
or revise any industry information or forward-looking statements
set forth in this press release to reflect new information, future
events or otherwise.
PRESS RELEASE ATTACHMENT –SUPPLEMENT TO PROXY
STATEMENT/PROSPECTUS
WESTERN LIBERTY BANCORP8363 W. Sunset
Road, Suite 350Las Vegas, Nevada 89113
SUPPLEMENT TO PROXY
STATEMENT/PROSPECTUSFOR THE SPECIAL MEETING OF
STOCKHOLDERSTO BE HELD ON OCTOBER 17, 2012
Dear Western Liberty Stockholders:
On or about September 14, 2012, Western Liberty Bancorp, or
Western Liberty, mailed to you a proxy statement/prospectus in
connection with the solicitation of proxies for use at its special
meeting of stockholders to be held on October 17, 2012 at 10:00
a.m., local time, at its principal executive offices at 8363 W.
Sunset Road, Suite 350, Las Vegas, Nevada 89113. The purpose of the
special meeting is to consider and vote upon the following
proposals:
- adoption of the Agreement and Plan of
Merger, dated as of August 17, 2012, or the merger agreement, by
and between Western Alliance Bancorporation, or Western Alliance,
and Western Liberty, pursuant to which Western Liberty will merge
with and into Western Alliance with Western Alliance surviving, or
the merger, and approve the transactions contemplated thereby;
- approval, on an advisory (non-binding)
basis, of the compensation that may be paid or become payable to
Western Liberty’s named executive officers in connection with the
merger, and the agreements and understandings pursuant to which
such compensation may be paid or become payable; and
- adjournment or postponement of the
special meeting, including, without limitation, a motion to adjourn
the special meeting for the purpose of soliciting additional
proxies in order to approve the foregoing proposals.
This proxy statement/prospectus supplement contains the
following supplemental disclosures to the proxy
statement/prospectus. These disclosures should be read in
connection with the proxy statement/prospectus, which should be
read in its entirety, including the section discussing “Risk
Factors” relating to the merger and the combined company beginning
on page 23. Defined terms used but not defined in the following
supplemental disclosures have the meanings set forth in the proxy
statement/prospectus.
Litigation Involving the Merger
A putative class action lawsuit was filed in the District Court
of the State of Nevada, Clark County, on September 21, 2012 by
plaintiff David Raul against defendants Jason N. Ader, Curtis W.
Anderson, Richard A.C. Coles, Michael B. Frankel, William E.
Martin, Terrence L. Wright, Western Alliance and Western Liberty
alleging, among other things, that Western Liberty’s board of
directors breached its fiduciary duties in connection with the
board of directors’ approval of the proposed merger and that
Western Alliance aided and abetted such alleged breach of fiduciary
duties. The plaintiff seeks injunctive relief preventing the
merger, an order rescinding the proposed merger in the event it is
not enjoined, and damages as a result of the alleged actions of the
defendants, including attorneys’ and experts’ fees.
The defendants believe this lawsuit is without merit but in
order to avoid the costs, risks and uncertainties inherent in
litigation and to allow stockholders to vote on the proposal to
adopt the merger agreement at the scheduled special meeting,
Western Liberty, Western Alliance and the other defendants have
entered into a memorandum of understanding with plaintiffs’ counsel
in connection with the action, which we refer to as the memorandum
of understanding, pursuant to which Western Liberty, Western
Alliance, the other named defendants and the plaintiffs have agreed
to settle the actions subject to court approval. If the Nevada
court approves the settlement, the action will be dismissed with
prejudice.
In the memorandum of understanding, Western Liberty and Western
Alliance have agreed to provide certain additional information to
the stockholders of Western Liberty through the transmission of
this supplement to the proxy statement/prospectus. Without
admitting in any way that the disclosures below are material or
otherwise required by law, the proxy statement/prospectus is hereby
supplemented with the following additional disclosures:
Under the caption “The Merger--Background of the Merger,”
beginning on page 47, the proxy statement/prospectus is
supplemented with the addition of the following section:
Certain Forward-Looking Information Provided by Western
Liberty
In the course of the due diligence examinations, Western Liberty
provided Western Alliance with financial projections prepared by
Western Liberty’s senior management for the years ended December
31, 2012, 2013 and 2014. The financial projections were also
provided to Sandler O’Neill and Sandler O’Neill’s net present value
analysis, as summarized beginning on page 60 of the proxy
statement/prospectus, assumed that Western Liberty would perform in
the future in accordance with the financial projections. The net
present value analysis was one of several methodologies employed by
Sandler O’Neill in considering the fairness from a financial point
of view of the per share consideration payable to shareholders of
Western Liberty in the merger. Projected year-end assets, equity,
tangible equity and net income for Western Liberty for the three
years ending December 31, 2012, 2013 and 2014 presented to Western
Alliance and Sandler O’Neill are set forth below. The inclusion of
the projections in this document should not be interpreted as an
indication that Western Liberty considers this information to be a
reliable prediction of its future results of operations as a
separate independent company, and this information should not be
relied upon for that purpose.
For the Year Ended
December 31, 2012 2013 2014 Western
Liberty (in thousands)
Total assets
$ 210,500 $ 225,600 $ 245,500
Total stockholders’ equity
$ 72,700 $ 71,700 $ 72,100 Less: Intangible assets
$699 $560 $553 Total
tangible stockholders’ equity(1) $ 72,001 $ 71,140 $ 71,547
Net income
($ 3,600) ($900) $300
(1)
Total tangible stockholders’ equity is a
non-GAAP financial measure. Western Liberty believes tangible
stockholders’ equity provides useful information to facilitate
comparison of results for ongoing business operations with others
in the banking industry. Non-GAAP financial measures have inherent
limitations, are not required to be uniformly applied and are not
audited. Readers should be aware of these limitations and should be
cautious as to their use of such measures. These non-GAAP measures
should not be considered in isolation, or as a substitute for GAAP
basis financial measures.
The projections that are summarized above were not prepared for
the purpose, or with any expectation, of public disclosure, nor
were they intended to comply with the guidelines for financial
forecasts established by the American Institute of Certified Public
Accountants or any other established guidelines regarding
projections or forecasts. In addition, they were not reviewed or
compiled by any accounting firm of Western Liberty, either in
connection with their preparation or for the purpose of providing
any opinion with respect thereto. The reports of the independent
registered public accounting firm of Western Liberty incorporated
by reference in this document relate solely to the historical
financial information of the Western Liberty as referred to
therein. Such reports do not extend to the above summary of the
projections and should not be read as doing so.
In light of all of the foregoing, as well as the inherent
uncertainties involved in any projection of future results of
operations, stockholders of Western Liberty are cautioned not to
place any reliance on the projections summarized above. While the
financial projections set forth above were prepared in good faith,
no assurance can be given regarding future events. Although
presented with numeric specificity, the financial projections
reflect numerous estimates and assumptions that may not be realized
and are subject to significant uncertainties and contingencies,
many of which are beyond the control of Western Liberty.
Stockholders should instead consider the information on such
projections provided herein solely as background information that
was available to the parties and Western Liberty’s financial
advisor in connection with their due diligence processes and
consideration of the merger and the preparation of the fairness
opinion by Western Liberty’s financial advisor.
Under the caption “The Merger—Opinion of Financial Advisor to
Western Liberty--Summary of Proposal” on page 58 and “The
Merger—Opinion of Financial Advisor to Western Liberty—Analysis of
Selected Merger Transactions” on page 63, the proxy
statement/prospectus is amended and supplemented as
follows:
The transaction ratio for “Transaction Value/Western Liberty
Stock Price, as of August 16, 2012” set forth in the table under
the caption “The Merger—Opinion of Financial Advisor to Western
Liberty--Summary of Proposal” on page 58 is hereby corrected to
read as 142.1%. The ratio was inadvertently disclosed incorrectly
as 42.1% in the proxy statement/prospectus.
The transaction ratios for “Transaction Value/Western Liberty
Stock Price, as of August 16, 2012” set forth in the table under
the caption “The Merger—Analysis of Selected Merger Transaction” on
page 63 are hereby corrected to read as follows:
WesternLibertyBancorp
/WesternAllianceBancorporation
MedianNationwideDeals(TargetNPAs/Assets
> 5.0%;TCE/TA
> 10%)
MedianWesternRegionDeals(TargetAssets$100mm
-$500mm)
Transaction Value/ Western Liberty Stock Price, as of August 16,
2012: 142.1 % 164.1 % 136.8 %
The transaction value represented a 42.1% premium over the
Western Liberty stock price as of August 16, 2012.
Each of the references to “Western Liberty projections” in
the third paragraph under the caption “The Merger—Opinion of
Financial Advisor to Western Liberty—Net Present Value Analysis” on
page 62 of the proxy statement/prospectus is hereby corrected to
refer to “Western Alliance projections” so that the paragraph, as
amended hereby, now reads, in its entirety, as
follows:
As illustrated in the following tables, the analysis indicates
an imputed range of values per share of Western Alliance common
stock of $7.30 to $13.76 when applying the price earnings multiples
to the applicable amounts indicated in the Western Alliance
projections and $5.93 to $17.28 when applying the same multiples of
tangible book value to the applicable amounts indicated in the
Western Alliance projections.
Under the caption “The Merger—Opinion of Financial Advisor to
Western Liberty —Sandler O’Neill’s Relationship,” on page 64, the
proxy statement/prospectus is supplemented with the addition of the
following sentence:
During the last two years, Sandler O’Neill has not provided any
investment banking services to Western Liberty, other than the
engagement as its financial advisor as described in the proxy
statement/prospectus, or Western Alliance.
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING
STATEMENTS
This proxy statement/prospectus supplement contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, statements about the
benefits of the merger between Western Alliance and Western
Liberty, including future financial and operating results and
performance; statements about Western Alliance and Western
Liberty’s plans, objectives, expectations and intentions with
respect to future operations, products and services; and other
statements identified by words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “estimates,” “will,”
“should,” “may” or words of similar meaning. These forward-looking
statements are based upon the current beliefs and expectations of
Western Alliance and Western Liberty’s management and are
inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are
difficult to predict and generally beyond the control of Western
Alliance and Western Liberty. In addition, these forward-looking
statements are subject to assumptions with respect to future
business strategies and decisions that are subject to change.
Actual results may differ materially from the anticipated results
discussed in these forward-looking statements.
The following factors, among others, could cause actual results
to differ materially from the anticipated results or other
expectations expressed in the forward-looking statements:
- the failure of the parties to satisfy
the closing conditions in the merger agreement in a timely manner
or at all;
- the failure of the stockholders of
Western Liberty to adopt the merger agreement;
- the failure to settle the pending
litigation involving the merger;
- disruptions to the parties’ businesses
as a result of the announcement and pendency of the merger;
- costs or difficulties related to the
integration of the businesses following the merger;
- dependency on real estate and events
that negatively impact real estate;
- high concentration of commercial real
estate, construction and development, commercial and industrial
loans;
- actual credit losses may exceed
expected losses in the loan portfolio;
- possible need for a valuation allowance
against deferred tax assets;
- the effects of interest rates and
interest rate policy;
- exposure of financial instruments to
certain market risks may cause volatility in earnings;
- dependence on low-cost deposits;
- ability to borrow from Federal Home
Loan Bank, or FHLB, or Federal Reserve Bank, or FRB;
- events that further impair
goodwill;
- increase in the cost of funding as the
result of changes to our credit rating;
- expansion strategies may not be
successful;
- the ability of the parties to control
costs;
- risk associated with changes in
internal controls and processes;
- the ability of the parties to compete
in a highly competitive market;
- the effects of terrorist attacks or
threats of war;
- risk of audit of U.S. federal tax
deductions;
- perpetration of internal fraud;
- risk of operating in a highly regulated
industry and our ability to remain in compliance;
- possible need to revalue our deferred
tax assets if stock transactions result in limitations on
deductibility of net operating losses or loan losses;
- exposure to environmental liabilities
related to the properties to which we acquire title;
- recent and proposed legislative and
regulatory changes including the Dodd-Frank Wall Street Reform and
Consumer Protection Act of 2010 and the rules and regulations that
might be promulgated thereunder and the Basel III rulemaking
proceedings of the Board of Governors of the Federal Reserve System
and other federal regulators;
- cyber security risks; and
- risks related to ownership and price of
our common stock.
Additional factors that could cause Western Alliance’s and
Western Liberty’s results to differ materially from those described
in the forward-looking statements can be found in Western
Alliance’s and Western Liberty’s filings with the Securities and
Exchange Commission, or the SEC, including Western Alliance’s and
Western Liberty’s respective Annual Reports on Form 10-K for the
fiscal year ended December 31, 2011, as, in the case of Western
Liberty, amended, and their respective Quarterly Reports on Form
10-Q for the quarters ending March 30, 2012 and June 30, 2012.
You are cautioned not to place undue reliance on the
forward-looking statements, which speak only as of the date of this
proxy statement/prospectus supplement. All subsequent written and
oral forward-looking statements concerning the merger or other
matters addressed in this proxy statement/prospectus supplement and
attributable to Western Alliance and Western Liberty or any person
acting on their behalf are expressly qualified in their entirety by
the cautionary statements contained or referred to in this section.
Except to the extent required by applicable law or regulation,
Western Alliance and Western Liberty undertake no obligation to
update these forward-looking statements to reflect events or
circumstances after the date of this proxy statement/prospectus
supplement or to reflect the occurrence of unanticipated
events.
FURTHER INFORMATION
If you have questions about the special meeting, the merger or
the merger agreement or if you need additional copies of the proxy
statement/prospectus, the proxy card or this proxy
statement/prospectus supplement, you should contact Patricia A.
Ochal, Chief Financial Officer of Western Liberty, 8363 W. Sunset
Road, Suite 350, Las Vegas, Nevada, 89113, Telephone: (702)
966-7400. Copies of the proxy statement/prospectus and this
supplement also may be obtained at the SEC’s Internet site at
http://www.sec.gov. In addition, Western Alliance’s filings with
the SEC can be found on the internet at
http://www.westernalliancebancorp.com. Western Liberty’s filings
with the SEC can be found on the internet at
http://www.westernlibertybank.com.
Western Liberty’s board of directors continues to unanimously
recommend you vote FOR the adoption of the merger agreement, FOR
the approval, on an advisory (non-binding) basis, the compensation
that may be payable to Western Liberty’s named executed officers in
connection with the merger and FOR the proposal to approve
adjournments or postponements of the special meeting, as described
in the proxy statement/prospectus.
With respect to the steps to be taken to vote your shares:
- If you have already voted, you are not
required to take any further action.
- If you have already voted but wish to
change your vote, you may do so by following the directions
provided in the proxy statement/prospectus.
- If you have not yet voted your shares,
EVEN IF YOU PLAN TO ATTEND THE SPECIAL MEETING, YOU ARE URGED TO
EITHER SUBMIT A PROXY FOR YOUR SHARES ELECTRONICALLY ON THE
INTERNET, BY TELEPHONE OR BY COMPLETING, SIGNING AND RETURNING THE
PROXY CARD AS SOON AS POSSIBLE.
By order of the Board of Directors,
/s/ William E. Martin William E. Martin Chief Executive
Officer
Western Liberty Bancorp (MM) (NASDAQ:WLBC)
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