FT. DODGE, Iowa, April 24, 2012 /PRNewswire/ -- NASDAQ: FFFD –
North Central Bancshares, Inc. ("North Central") has announced the
date of its special meeting of shareholders (the "Special Meeting")
to vote on approval of the agreement and plan of merger (the
"Merger Agreement"), by and among North Central, 150, Inc. ("150")
and Great Western Bancorporation, Inc. ("Great Western"). The
Special Meeting will be held on May 23,
2012 at 10:00 a.m. Central
Time at the Best Western Starlite Village, located at 1518
3rd Avenue, Northwest, Fort Dodge,
Iowa. Shareholders of record at the close of business on
April 13, 2012 will be entitled to
vote at the Special Meeting and at any adjournment thereof.
Under the terms of the Merger Agreement, and subject to the
terms and conditions thereof, 150 will merge with and into North
Central (the "Merger"), which shall be the surviving corporation in
the Merger, and be wholly-owned by Great Western. North
Central and Great Western anticipate that the Merger will be
completed in 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.
In addition, due to the timing of the Special Meeting, the
significance of the Merger and its anticipated closing date in the
near future, the Board of Directors of North Central has determined
that it is advisable and in the best interests of North Central's
shareholders to postpone its annual meeting of shareholders, which
was scheduled to be held on April 27,
2012.
If the Merger is completed, Great Western will become the sole
shareholder of North Central and there will be no annual meeting
involving public shareholders. If the Merger is not
completed, the Board will take such further action following the
Special Meeting as it deems appropriate to call and convene an
annual meeting, including the establishment of a new record date
for purposes of determining the shareholders entitled to vote at
the annual meeting.
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 Securities and Exchange Commission (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 definitive proxy statement with the SEC on Schedule
14A on April 23, 2012 related to the
Special Meeting (the "Proxy Statement") and intends to mail the
Proxy Statement to common shareholders on or about April 24, 2012 in solicitation of their approval
of the Merger Agreement ("Shareholder Approval"). North
Central, its directors and executive officers may be deemed to be
"participants" in the solicitation of proxies for Shareholder
Approval. A list of the names and other information regarding
the directors and executive officers of North Central is
incorporated by reference into Part III to North Central's Annual
Report on Form 10-K for the fiscal year ended December 31, 2011, which was filed with the SEC
on March 9, 2012 (the "Annual Report
on Form 10-K"). Additional information regarding the
interests of such potential participants is included in the Proxy
Statement and other relevant documents filed with the SEC.
SHAREHOLDERS OF NORTH CENTRAL ARE URGED TO READ THE PROXY
STATEMENT AND OTHER RELATED DOCUMENTS, AS THEY CONTAIN IMPORTANT
INFORMATION. The written materials described above,
including the Proxy Statement and the interests of participants in
the proxy solicitation pursuant to the Proxy Statement and other
documents filed by North Central with the SEC are available free of
charge from the SEC's website at www.sec.gov. In addition,
free copies of these documents are available free of charge from
David M. Bradley, Chairman,
President and Chief Executive Officer of North Central Bancshares,
Inc. at (515) 576-7531.
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.
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.