Powerful combination creates the premier
commercial bank in Colorado and Arizona; drives material earnings
accretion; improves return on capital and return on assets; and
provides additional liquidity in BOK Financial common stock
Today BOK Financial Corporation (NASDAQ:BOKF) and CoBiz Financial
Inc. (NASDAQ:COBZ) announced the signing of a definitive merger
agreement under which CoBiz will merge with BOK Financial in a
transaction valued at approximately $1 billion. Approximately 75
percent of the consideration will be in stock, with the rest in
cash.
Based on the closing price of BOK Financial’s common shares on
June 15, 2018, common shareholders of CoBiz will receive $977
million of total consideration, consisting of 0.17 shares of BOK
Financial common stock and $5.70 in cash for each share of CoBiz
common stock. The merger consideration is valued at $23.02 per
share, based on the closing price of BOK Financial on June 15,
2018.
CoBiz is headquartered in Denver, with approximately $3.8
billion in assets and a strong history of revenue and earnings
growth since 1994. CoBiz is a commercially-focused bank, with
presence in Colorado and Arizona, specialty lending lines of
business including healthcare and public finance, and
fee-generating businesses including wealth management and
commercial insurance. CoBiz Chairman and CEO Steve Bangert will
join the BOK Financial Board of Directors after the close of the
transaction.
“CoBiz is a perfect fit as a merger partner for BOK Financial,”
said Steven G. Bradshaw, president and chief executive officer of
BOK Financial. “Steve Bangert and his team have built a
well-respected commercially-focused bank that has consistently
grown shareholder value, with a strong credit culture and
differentiated approach to business banking. The two banks have
enjoyed a close relationship for almost two decades, and both
franchises will benefit as a result of this partnership. We
believe the combined organization will be the premier commercial
bank in Colorado and Arizona.”
“The merger drives an internal rate of return in excess of 20
percent, is materially accretive to earnings per share, enhances
our return on equity and return on assets, and provides further
geographic diversity for both banks’ loan and deposit portfolio. In
addition, the issuance of over 7 million shares as consideration
for CoBiz shareholders should provide additional trading liquidity
in BOK Financial common stock,” said Bradshaw.
Steven Bangert, chairman and chief executive officer of CoBiz
Financial, added, “CoBiz is joining forces with one of the most
respected regional banks in the country. This merger will allow us
to better serve our markets and provide customers with a more
robust product offering, higher lending limits and a banking
franchise that spans the lower Midwest and Southwest. BOK Financial
enjoys an outstanding reputation as a supporter of the communities
it serves, and we’re so pleased to join forces with a company that
shares a similar approach to how we serve our customers, our
employees and our communities.”
Over the past five years, the BOK Foundation has donated over $3
million to charitable organizations in Colorado and Arizona. The
company’s employees based in those states collectively serve in
leadership roles for 78 philanthropic organizations.
During the same period, CoBiz donated more than $7.6 million to
charities in Colorado and Arizona through its employee-led CoBiz
Cares Foundation, annual concert fundraiser the Biz Bash, and
direct corporate giving. In 2017, CoBiz employees volunteered more
than 11,640 hours at 221 nonprofits and community agencies, and 92
employees served a board member capacity for a nonprofit or
community agency.
In addition, BOK Financial earned an “Outstanding” rating in the
most recent examination of its community reinvestment activities by
the Office of the Comptroller of the Currency.
BOK Financial expects to incur pre-tax merger and integration
costs of approximately $60 million and expects to achieve annual
cost savings of approximately 40 percent of CoBiz’s non-interest
expense.
BOK Financial expects this acquisition to be 6 percent accretive
to earnings in 2019, and 9 percent accretive to earnings in 2020,
the first full year with synergies. The transaction is expected to
deliver an IRR of over 20 percent.
The transaction is subject to the satisfaction of all customary
closing conditions, including regulatory approvals as well as the
approval of CoBiz shareholders, and is expected to close in the
fourth quarter of 2018.
Goldman Sachs served as financial advisor, and Frederic Dorwart,
Lawyers PLLC served as legal advisor to BOK Financial. BofA Merrill
Lynch served as financial advisor, and Simpson Thacher &
Bartlett served as legal advisor to CoBiz.
BOK Financial has posted a presentation to its website
discussing the transaction. To access the presentation, go to
www.bokf.com.
Conference Call/Webcast Information
The BOK Financial and CoBiz management teams will host a
conference call at 7:30 AM central time on June 18, 2018 to discuss
the transaction. The live audio webcast and presentation slides
will be available at www.bokf.com. The conference call can also be
accessed by dialing 1-201-689-8560. A conference call and webcast
replay will also be available shortly after conclusion of the live
call at www.bokf.com or by dialing 1-412-317-6671 and referencing
conference ID # 13680888.
About BOK Financial
BOK Financial Corporation is a $33 billion regional financial
services company based in Tulsa, Oklahoma. The company's stock is
publicly traded on NASDAQ under the Global Select market listings
(Nasdaq:BOKF). BOK Financial's holdings include BOKF, NA, BOK
Financial Securities, Inc. and The Milestone Group, Inc. BOKF, NA
operates TransFund, Cavanal Hill Investment Management, BOK
Financial Asset Management, Inc. and seven banking divisions: Bank
of Albuquerque, Bank of Arizona, Bank of Arkansas, Mobank, Bank of
Oklahoma, Bank of Texas and Colorado State Bank and Trust. Through
its subsidiaries, the company provides commercial and consumer
banking, investment and trust services, mortgage origination and
servicing, and an electronic funds transfer network. For more
information, visit www.bokf.com.
About CoBiz Financial
CoBiz Financial (NASDAQ:COBZ), is a $3.8 billion financial
services company that serves the complete financial needs of
businesses, business owners and professionals in Colorado and
Arizona. The company’s subsidiaries are: Colorado Business Bank and
Arizona Business Bank, which provide commercial banking services;
CoBiz Private Client Advisors which offers private banking through
CoBiz Private Bank and investment management and wealth planning
through CoBiz Wealth; and CoBiz Insurance which delivers employee
benefits, and property and casualty insurance brokerage.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND
IT
In connection with the proposed merger, BOK Financial
Corporation will file with the SEC a Registration Statement on Form
S-4 that will include the Proxy Statement of CoBiz Financial Inc.
and a Prospectus of BOK Financial Corporation, as well as other
relevant documents concerning the proposed transaction. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. INVESTORS AND SHAREHOLDERS ARE URGED TO READ
THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS
REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
A free copy of the Proxy Statement/Prospectus, as well as other
filings containing information about BOK Financial Corporation and
CoBiz Financial Inc., may be obtained at the SEC’s Internet site
(http://www.sec.gov). You will also be able to obtain these
documents, free of charge, from CoBiz Financial Inc. at
ir.cobizfinancial.com or from BOK Financial Corporation by
accessing BOK Financial Corporation’s website at www.bokf.com.
Copies of the Proxy Statement/Prospectus can also be obtained, free
of charge, by directing a request to CoBiz Financial Inc. Investor
Relations at CoBiz Financial Inc. Investor Relations, 1401 Lawrence
Street, Suite 1200, Denver, CO, by calling (303) 312-3412, or by
sending an e-mail to info@cobizfinancial.com or to BOK Financial
Corporation Investor Relations at Bank of Oklahoma Tower, Boston
Avenue at Second Street, Tulsa, Oklahoma, by calling (918) 588-6000
or by sending an e-mail to investorrelations@bokf.com.
CoBiz Financial Inc. and BOK Financial Corporation and certain
of their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from the
shareholders of CoBiz Financial Inc. in respect of the transaction
described in the Proxy Statement/Prospectus. Information regarding
CoBiz Financial Inc.’s directors and executive officers is
contained in CoBiz Financial Inc.’s Annual Report on Form 10-K for
the year ended December 31, 2017 and its Proxy Statement on
Schedule 14A, dated March 9, 2018, which are filed with the
SEC. Information regarding BOK Financial Corporation’s
directors and executive officers is contained in BOK Financial
Corporation’s Annual Report on Form 10-K for the year ended
December 31, 2017 and its Proxy Statement on Schedule 14A, dated
March 15, 2018, which are filed with the SEC. Additional
information regarding the interests of those participants and other
persons who may be deemed participants in the transaction may be
obtained by reading the Proxy Statement/Prospectus regarding the
proposed merger when it becomes available. Free copies of this
document may be obtained as described in the preceding
paragraph.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
including, but not limited to, CoBiz Financial Inc.’s and BOK
Financial Corporation’s expectations or predictions of future
financial or business performance or conditions. Forward-looking
statements are typically identified by words such as “believe,”
“expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,”
“positions,” “plan,” “predict,” “project,” “forecast,” “guidance,”
“goal,” “objective,” “prospects,” “possible” or “potential,” by
future conditional verbs such as “assume,” “will,” “would,”
“should,” “could” or “may”, or by variations of such words or by
similar expressions. These forward-looking statements are subject
to numerous assumptions, risks and uncertainties, which change over
time. Forward-looking statements speak only as of the date they are
made and we assume no duty to update forward-looking statements.
Actual results may differ materially from current projections.
In addition to factors previously disclosed in CoBiz Financial
Inc.’s and BOK Financial Corporation’s reports filed with the SEC
and those identified elsewhere in this communication, the following
factors, among others, could cause actual results to differ
materially from forward-looking statements or historical
performance: the ability to obtain regulatory approvals and meet
other closing conditions to the merger, including approval by CoBiz
Financial Inc.’s shareholders on the expected terms and schedule,
including the risk that regulatory approvals required for the
merger are not obtained or are obtained subject to conditions that
are not anticipated; delay in closing the merger; difficulties and
delays in integrating CoBiz Financial Inc.’s business or fully
realizing cost savings and other benefits; business disruption
following the merger; changes in asset quality and credit risk; the
inability to sustain revenue and earnings growth; changes in
interest rates and capital markets; inflation; customer acceptance
of BOK Financial Corporation’s products and services; customer
borrowing, repayment, investment and deposit practices; customer
disintermediation; the introduction, withdrawal, success and timing
of business initiatives; competitive conditions; the inability to
realize cost savings or revenues or to implement integration plans
and other consequences associated with mergers, acquisitions and
divestitures; economic conditions; and the impact, extent and
timing of technological changes, capital management activities, and
other actions of the Federal Reserve Board and legislative and
regulatory actions and reforms.
Annualized, pro forma, projected and estimated numbers are used
for illustrative purpose only, are not forecasts and may not
reflect actual results.
For BOK
Financial:
Investor
Contact: Joseph
Crivelli 918-588-6898
Media Contact:Kent
Sholars Pierpont
Communications281-744-0170
For CoBiz Financial:Investor Contact:Lyne
Andrich303-312-3458
Media Contact:Susan Hermann303-312-3488
Cobiz Financial Inc. (delisted) (NASDAQ:COBZ)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Cobiz Financial Inc. (delisted) (NASDAQ:COBZ)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024