FT. DODGE, Iowa, April 13, 2012 /PRNewswire/ -- NASDAQ: FFFD
– North Central Bancshares, Inc. ("North Central") today announced
the expiration of the so-called "go shop" period pursuant to the
terms of the previously announced merger agreement (the "Merger
Agreement") entered into on March 12,
2012 by and among North Central, Great Western
Bancorporation, Inc. ("Great Western") and 150, Inc. ("150"), a
newly-formed wholly-owned subsidiary of Great Western.
Under the Merger Agreement, North Central and its
representatives had the right to pursue alternative acquisition
proposals from third parties from the date of the Merger Agreement
through April 12, 2012, at
11:59 p.m. Central Time.
Despite the solicitation efforts of North Central's financial
advisor, Keefe, Bruyette & Woods, Inc., which informed various
other banking companies of this "go shop" period, no alternative
acquisition proposals were received prior to the expiration of the
"go shop" period.
Under the terms of the Merger Agreement, each issued and
outstanding share of common stock of North Central immediately
prior to the effective time of the merger of 150 with North Central
(the "Merger") will be converted into the right to receive
$30.58 per share, in cash and without
interest and subject to any applicable withholding, representing an
approximate premium of 39% over the share closing price on
March 12, 2012, the date of entry
into the Merger Agreement. North Central and Great Western
anticipate that the Merger will be completed by the summer of 2012,
subject to the satisfaction of various closing conditions that
include the receipt of all required regulatory approvals and
non-objections, as well as approval by North Central's
shareholders.
North Central is being advised by investment bank Keefe Bruyette &Woods, Inc. and represented
by its legal counsel Paul Hastings LLP and local counsel Dickinson
Mackaman Tyler & Hagen, P.C.
About North Central Bancshares, Inc. and First Federal
Savings Bank of Iowa
North Central 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 ("First Federal"), headquartered in
Fort Dodge, Iowa.
First Federal'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
This 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 was filed
with the SEC as an exhibit to 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 Merger.
This press release does not constitute a solicitation of any
vote or approval, nor does it constitute any offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities. Pursuant to the Merger Agreement, North
Central filed a preliminary proxy statement with the Securities and
Exchange Commission (the "SEC") on Schedule 14A on April 12, 2012. North Central also intends
to file a definitive proxy statement on Schedule 14A and other
relevant materials with the SEC. The definitive proxy
statement will also be mailed to North Central's shareholders in
solicitation of their approval of the Merger Agreement
("Shareholder Approval"). SHAREHOLDERS OF NORTH CENTRAL
ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT AND, WHEN
AVAILABLE, THE DEFINITIVE PROXY STATEMENT AND ALL OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE MERGER AGREEMENT. Once available,
these documents are obtainable free of charge on the SEC's website
at www.sec.gov. In addition, after filing, documents filed by
North Central with the SEC are available free of charge from
David M. Bradley, Chairman,
President and Chief Executive Officer of North Central Bancshares,
Inc. at (515) 576-7531.
North Central, its directors and executive officers may be
deemed to be "participants" in the forthcoming solicitation of
proxies for Shareholder Approval. A list of the names and
other information regarding the directors and executive officers of
North Central is available in North Central's proxy statement
related to its annual meeting of shareholders, which was filed with
the SEC on Schedule 14A on March 9,
2012. Additional information regarding the interests of such
potential participants is included in the preliminary proxy
statement and will be included in the definitive proxy statement
and other relevant documents filed with the SEC when they become
available.
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 Merger. 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 will not differ materially from any
results expressed or implied by such forward-looking statements or
that North Central will be able to close on the Merger 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's Annual Report on Form
10-K for the fiscal year ended December 31, 2011.
The Merger Agreement is incorporated by reference 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 therein, 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 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
you 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 or its
affiliates.
SOURCE North Central Bancshares, Inc.