FT. DODGE, Iowa, March 13, 2012 /PRNewswire/ -- NASDAQ :
FFFD -- Great Western Bancorporation, Inc. and
North Central Bancshares, Inc. announced their entry into a
definitive merger agreement under which Great Western
Bancorporation, Inc., the parent of Great Western Bank, will
acquire North Central Bancshares, Inc. in a series of related
transactions. As part of the transactions, First Federal
Savings Bank of Iowa will merge
with and into Great Western Bank.
Subject to certain conditions, under the terms of the merger
agreement, upon consummation of the transactions each issued and
outstanding share of common stock of North Central Bancshares, Inc.
will be converted into the right to receive $30.58 per share in cash, representing an
approximate premium of 39% over the share closing price on
March 12, 2012. Shareholders of
North Central Bancshares, Inc. will be entitled to receive
approximately $41.5 million in the
aggregate.
The board of directors of North Central Bancshares, Inc. has
unanimously approved the merger agreement and recommended its
approval by its shareholders. The merger is expected to close
in the summer of 2012, subject to various closing conditions
including regulatory approvals and non-objections and approval by
North Central Bancshares, Inc.'s shareholders.
North Central Bancshares, Inc. is the parent company of First
Federal Savings Bank of Iowa. First Federal Savings Bank of
Iowa is a state chartered
commercial bank with assets of approximately $433 million and deposits of approximately
$361 million. First Federal
Savings Bank of Iowa conducts its
operations from its main office in Fort
Dodge and ten other branches in Iowa. Eight of First
Federal Savings Bank of Iowa's
offices are located in north-central and central Iowa and three are located in south-east
Iowa. Following the closing of the transactions, Great
Western Bank will have assets of approximately $8.9 billion and deposits of approximately
$6.7 billion, with over 200 locations
throughout Iowa, Nebraska, Arizona, Colorado, Kansas, Missouri and South
Dakota.
North Central Bancshares, Inc.'s Chairman, President & CEO
David M. Bradley, stated "Given the
challenges facing community banks today, we felt joining forces
with a larger regional bank provided our customers and employees a
stronger platform, and our shareholders benefit from a strong
premium over our market price." Mr. Bradley further
commented, "We are excited on all fronts as we move our bank into
the Great Western franchise."
North Central Bancshares, Inc. is being advised by investment
bank Keefe Bruyette &Woods, Inc.
and represented by its legal counsel Paul Hastings LLP.
About the Company and the Bank
North Central Bancshares, Inc. serves north central, central and
southeastern Iowa at eleven full
service locations in Fort Dodge,
Nevada, Ames, Perry,
Ankeny, Clive, West Des
Moines, Burlington, and
Mount Pleasant, Iowa through its
wholly-owned subsidiary, First Federal Savings Bank of Iowa, headquartered in Fort Dodge, Iowa.
The Bank's deposits are insured by the Federal Deposit Insurance
Corporation up to the fullest extent permitted by law.
Additional Information and Where to Find It
The foregoing description of the merger agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the merger agreement, which is being
filed with the Securities and Exchange Commission (the "SEC") as an
exhibit its Current Report on Form 8-K filed on March 13, 2012. Investors are urged to read
the merger agreement for a more complete understanding of the terms
of the transactions discussed herein.
This press release does not constitute a solicitation of any
vote or approval. North Central Bancshares, Inc. will be
filing with the SEC a proxy statement related to a special meeting
of its shareholders and other relevant documents related to the
approval by North Central Bancshares, Inc.'s common shareholders of
the merger agreement and related transactions ("Shareholder
Approval"). We urge investors to read the related proxy statement
and any other relevant documents to be filed with the SEC because
they will contain important information.
Once available, these documents will be obtainable free of
charge on the SEC's website (www.sec.gov). In addition, documents
filed with the SEC by North Central Bancshares, Inc. will be
available free of charge from David M.
Bradley, Chairman, President and Chief Executive Officer of
North Central Bancshares, Inc. at (515) 576-7531.
The directors, executive officers and certain other members of
management and employees of North Central Bancshares, Inc. may be
deemed to be "participants" in the solicitation of proxies for
Shareholder Approval. Information regarding the persons who
may, under the rules of the SEC, be considered participants in the
solicitation of Shareholder Approval will be set forth in the proxy
statement and the other relevant documents to be filed with the
SEC. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT RELATED TO
NORTH CENTRAL'S SPECIAL MEETING OF SHAREHOLDERS TO APPROVE THE
MERGER AGREEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT
DOCUMENTS FILED BY NORTH CENTRAL BANCSHARES, INC. WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. You can find current
information about North Central Bancshares, Inc.'s executive
officers and directors in the proxy statement related to its
upcoming annual meeting of shareholders, which was filed with the
SEC on Schedule 14A on March 9,
2012.
Caution about Forward-Looking and other
Statements
This press release may contain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements are statements that
include projections, predictions, expectations, or beliefs about
future events, such as statements about the anticipated
closing date of the transactions discussed
herein. Although we believe that forward-looking
statements are based upon reasonable assumptions, there can be no
assurance that actual results, performance or achievements of North
Central Bancshares, Inc. will not differ materially from any
results expressed or implied by such forward-looking statements or
that North Central Bancshares, Inc. will be able to close on the
transactions by the anticipated closing date. Such
forward-looking statements are subject to risks and uncertainties,
that could cause actual events or results to differ materially from
those described in the forward-looking statements and include, but
are not limited to, the risk that regulatory approvals or
non-objections and Shareholder Approval will not be obtained and
those risks described in the cautionary language included under the
headings "Risk Factors" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in North Central
Bancshares, Inc.'s Annual Report on Form 10-K for the fiscal year
ended December 31, 2011.
The merger agreement has been included to provide investors with
information regarding its terms. Except for its status as the
contractual document that establishes and governs the legal
relations among the parties thereto with respect to the
transactions described above, the merger agreement is not intended
to be a source of factual, business or operational information
about the parties.
The representations, warranties and covenants made by the
parties in the merger agreement are qualified and limited,
including by information in the schedules referenced in the merger
agreement that North Central Bancshares, Inc. delivered in
connection with the execution of the merger agreement.
Representations and warranties may be used as a tool to allocate
risks between the respective parties to the merger agreement,
including where the parties do not have complete knowledge of all
facts, instead of establishing such matters as facts. Furthermore,
the representations and warranties may be subject to standards of
materiality applicable to the contracting parties, which may differ
from those applicable to investors. These representations and
warranties may or may not have been accurate as of any specific
date and do not purport to be accurate as of the date of this
filing. Accordingly, they should not be relied upon as statements
of factual information. Investors are not third-party beneficiaries
under the merger agreement and should not rely on the
representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of North Central Bancshares, Inc. or its affiliates.
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, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful under the securities laws of any such jurisdiction.
SOURCE North Central Bancshares, Inc.