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Press Release
SOURCE: Glacier Bancorp, Inc.
Glacier Bancorp, Inc. Announces Acquisition Of
Missoula-based WesterFed Financial
KALISPELL, Mont., Sept. 20 /PRNewswire/ -- Glacier Bancorp, Inc. (Nasdaq: GBCI -
news), Kalispell, Montana, and WesterFed Financial Corporation (Nasdaq: WSTR -
news), Missoula, Montana, jointly announced today the signing of a definitive
agreement whereby Glacier Bancorp, Inc. will acquire WesterFed Financial
Corporation for a combination of cash and stock in a transaction valued at
approximately $95 million. The combined company will be the largest publicly
traded bank holding company headquartered in the inland northwest with
approximately $2 billion in assets, $1.3 billion in loans and $1.2 billion in
deposits.
WesterFed Financial Corporation is the holding company for Montana's largest
savings bank, Western Security Bank, which operates twenty-seven offices in
fourteen Montana communities. At June 30, 2000, WesterFed had total assets of
$946 million, total loans of $619 million, total deposits of $607 million and
total equity of $89 million. For the six months ended June 30, 2000, WesterFed
had net income of $3.9 million or $0.95 per share.
Under the terms of the agreement, approved by the boards of both companies,
Glacier Bancorp, Inc. will issue 1.1 shares of Glacier Bancorp stock for each
WesterFed share outstanding and pay $9.05 per WesterFed share in cash, subject
to certain adjustments provided for in the definitive agreement. WesterFed
shareholders will have the opportunity to receive Glacier Bancorp stock, cash or
a combination thereof, subject to election, proration and allocation procedures,
as more fully described in the definitive agreement. At the determination date,
which will be 15 days prior to closing, the value of the combined cash and stock
that each shareholder will receive will have the same value. Based on Glacier's
closing price on September 20, 2000, of $12.88, the transaction has an implied
per share value of $23.21 per WesterFed share.
The transaction requires approval from banking regulators and by Glacier Bancorp
and WesterFed Financial shareholders. The acquisition will be recorded as a
purchase for accounting purposes and is expected to close in the first quarter
of 2001. The deal is expected to be accretive to earnings in 2001, with only
modest cost savings and no revenue enhancements. It is anticipated that
initially WesterFed's banking subsidiary, Western Security Bank, will continue
to operate with certain administrative functions consolidated. Over time, the
offices of Western Security Bank located in Western and Central Montana are
expected to be integrated into Glacier's various commercial banking subsidiaries
based on logistical and efficiency considerations.
"The acquisition of WesterFed complements our organizations and will further
strengthen our presence in key markets throughout Montana," said Mick Blodnick,
President and Chief Executive Officer of Glacier Bancorp, Inc. "In addition,
WesterFed provides the opportunity to extend Glacier's community style banking
to a much larger base of customers. Together with our announcement last week to
purchase seven offices in Idaho and Utah from Wells Fargo & Co., with
approximately $185 million in deposits, this will truly expand our market share
and the number of customers we serve."
Ralph Holliday, President and Chief Executive Officer of WesterFed Financial
Corporation, who will continue as President and Chief Executive Officer of
Western Security Bank, commented "The new larger Glacier franchise will provide
our organization with the ability to provide more banking products and services
to our customers, as well as accelerating our transition to a commercial lending
organization."
In connection with the transaction, WesterFed Financial has granted to Glacier
Bancorp an option exercisable, in whole or in part, under certain circumstances
to purchase authorized but unissued shares of WesterFed common stock up to 19.9%
of WesterFed's shares currently outstanding.
D.A. Davidson & Co. acted as financial advisor to Glacier Bancorp, Inc., and
Graham & Dunn P.C. served as legal counsel. Putnam Lovell Securities Inc. acted
as financial advisor to WesterFed Financial Corporation, and Silver Freedman &
Taff, LLP served as legal counsel.
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FORWARD LOOKING STATEMENTS
When used in this press release or other public shareholder communications, or
in oral statements made with the approval of an authorized executive officer,
the words or phrases "will likely result," "are expected to," "will continue,"
"is anticipated," "estimate," "project," "significantly" or similar expressions
are intended to identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Glacier Bancorp and WesterFed
Financial wish to caution readers not to place undue reliance on any
forward-looking statements, which speak only as of the date made, and to advise
readers that various factors including regional and national economic
conditions, changes in levels of market interest rates, credit risks of lending
activities, competitive and regulatory factors could affect the combined
company's financial performance and could cause the combined company's actual
results for future periods to differ materially from those anticipated or
projected.
Glacier Bancorp and WesterFed Financial do not undertake, and specifically
disclaim, any obligation to publicly release the result 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.
Glacier Bancorp, Inc. will file a registration statement on Form S-4 with the
SEC in connection with the proposed transaction. The registration statement will
include a joint prospectus/proxy statement which will be sent to the
shareholders of both Glacier Bancorp, Inc. and WesterFed Financial Corporation
seeking their approval of the proposed transaction. Investors and security
holders are advised to read the registration statement and joint proxy
statement/prospectus because they will contain important information. When
filed, these documents can be obtained at the Internet Word Wide Web site
maintained by the SEC at "http://www.sec.gov."
Glacier Bancorp and WesterFed Financial and their respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies to approve the merger. Information about the participants may be
obtained through the SEC's web site from the definitive proxy statement filed
with the SEC by Glacier Bancorp on March 30, 2000 and the definitive proxy
statement filed with the SEC by WesterFed Financial on March 30, 2000.
For more information please contact: Mick Blodnick, President and Chief
Executive Officer, of Glacier Bancorp, Inc. (406) 756-4200 or Ralph K. Holliday,
President and Chief Executive Officer, of WesterFed Financial Corporation (406)
721-5254.
