First Financial Corporation (NASDAQ: THFF) (“First Financial”) and
HopFed Bancorp, Inc. (NASDAQ: HFBC) (“HFBC”) jointly announced
today the execution of a definitive merger agreement under which
HFBC will merge into First Financial in a cash and stock
transaction. Upon completion of the merger, Heritage Bank USA, Inc.
(“Heritage”), a wholly owned subsidiary of HFBC, will merge into
First Financial Bank, N.A. (“First Financial Bank”), a wholly owned
subsidiary of First Financial.
Under the terms of the merger agreement, which was unanimously
approved by the boards of both companies, stockholders of HFBC may
elect to receive either (or a combination of) 0.444 shares of First
Financial common stock or $21.00 in cash for each share
of HFBC common stock owned, subject to proration provisions
specified in the merger agreement that provide for a targeted
aggregate split of 50% of HFBC shares being exchanged for First
Financial common stock and 50% for cash. Based upon First
Financial’s closing price of $43.01 on January 4, 2019, and
assuming that a shareholder received 50% stock and 50% cash, the
purchase price would be worth $20.05 per share, with an aggregate
transaction value of approximately $128.3 million.
HFBC, headquartered in Hopkinsville, Kentucky, has approximately
$905 million in consolidated assets and through Heritage operates
18 bank branches and 3 loan production offices in Kentucky and
Tennessee. Heritage has 11 branch offices in Kentucky in the
communities of Benton, Cadiz, Calvert City, Elkton, Fulton,
Hopkinsville and Murray, and seven branch offices in Tennessee in
the communities of Ashland City, Clarksville, Erin, Kingston
Springs and Pleasant View.
First Financial, headquartered in Terre Haute, Indiana, has
assets of approximately $3.0 billion and operates 65 banking
centers in east-central Illinois and west-central Indiana through
First Financial Bank. If the proposed merger is completed as
expected, it is anticipated that First Financial will have total
combined consolidated assets of approximately $3.9 billion.
“This acquisition is exciting for our company. Heritage provides
us with an opportunity to leverage our capabilities and expand into
new markets. We look forward to continuing Heritage’s commitment to
its customers and the communities it serves,” commented Norman L.
Lowery, President and CEO of First Financial.
John Peck, President and CEO of HFBC, added, “We are pleased for
our stakeholders. The agreement with First Financial provides us
with stability and growth opportunities that will allow our
customers to continue to enjoy a great relationship with a strong
community-focused financial organization.”
The transaction is expected to close in the second quarter of
2019 and is subject to customary closing conditions, including, but
not limited to, receipt of regulatory and HFBC stockholder
approvals. First Financial will be the surviving company and will
continue its existence under the laws of the State of Indiana.
First Financial was advised by the investment banking firm of
Raymond James & Associates, Inc. and the law firm of
SmithAmundsen LLC. HFBC was advised by the investment banking firm
of Sandler O’Neill + Partners, L.P. and the law firm of Jones
Walker LLP, Washington, D.C. Keefe, Bruyette & Woods, Inc., A
Stifel Company, rendered a fairness opinion to HFBC in connection
with the transaction.
About First Financial Corporation
First Financial is a financial holding company headquartered in
Terre Haute, Indiana. It offers a wide variety of financial
services including commercial, mortgage and consumer lending, lease
financing, trust account services and depositor services through
its subsidiaries, First Financial Bank and The Morris Plan Company
of Terre Haute, Inc. First Financial provides the largest financial
services delivery system in its service area, with 65 banking
centers in east-central Illinois and west-central Indiana and more
than 100 FirstPlus ATMs. The Morris Plan Company of Terre Haute,
Inc. offers loans to consumers, savings accounts and certificates
of deposit. For more information and financial data, please visit
the “Investor Relations” section of First Financial’s website at
www.first-online.com.
About HopFed Bancorp
HFBC is the holding company for Heritage, a Kentucky state
chartered commercial bank headquartered in Hopkinsville, Kentucky.
Heritage has 18 branch offices in western Kentucky and middle
Tennessee and loan production offices in Nashville, Murfreesboro,
and Brentwood, Tennessee. Heritage offers a broad line of banking
and financial products and services with the personalized focus of
a community banking organization. For more information about
Heritage and HFBC visit the “Investor Relations” section of HFBC’s
website at www.bankwithheritage.com.
Important Additional Information About the
Merger
In connection with the proposed merger, First Financial intends
to file a registration statement on Form S-4 with the Securities
and Exchange Commission (“SEC”), which will include a proxy
statement of HFBC and a prospectus of First Financial, and each
party will file other documents regarding the proposed merger with
the SEC. A definitive proxy statement/prospectus will also be sent
to the HFBC stockholders entitled to vote at the special meeting
relating to the proposed merger. Before making any voting
or investment decision, HFBC stockholders are urged to carefully
read the entire registration statement and proxy
statement/prospectus and any other relevant documents filed with
the SEC, including any amendments or supplements thereto and any
documents incorporated by reference therein, when they become
available because they will contain important information about the
proposed merger.
The registration statement and proxy statement/prospectus and
any other relevant documents filed with the SEC (when they become
available) and any other documents filed by First Financial or HFBC
with the SEC, may be obtained free of charge at the SEC’s website
at www.sec.gov. In addition, these documents filed by First
Financial may be obtained free of charge at the “Investor
Relations” section of First Financial’s website at
www.first-online.com and the documents filed by HFBC may be
obtained free of charge at the “Investor Relations” section of
HFBC’s website at www.bankwithheritage.com. Alternatively, these
documents can be obtained free of charge from First Financial upon
written request to First Financial Corporation, Attention: Rodger
A. McHargue, Chief Financial Officer and Secretary, One First
Financial Plaza, P.O. Box 540, Terre Haute, Indiana 47808 or by
calling (812) 238-6000 or from HFBC upon written request to HopFed
Bancorp, Inc., Attention: Michael Woolfolk, Secretary, P.O. Box
537, Hopkinsville, Kentucky 42241 or by calling (270) 887-8400.
Proxy Solicitation
First Financial, HFBC, and their directors, executive officers,
and certain other persons may be deemed, under SEC rules, to be
participants in the solicitation of proxies from HFBC’s
stockholders in connection with the proposed merger. Information
regarding the interests of such individuals in the proposed merger
will be included in the registration statement and the proxy
statement/prospectus when they become available. You may obtain
information about First Financial’s executive officers and
directors in First Financial’s definitive proxy statement for its
2018 annual meeting of shareholders, which was filed with the SEC
on March 14, 2018. You may obtain information about HFBC’s
executive officers and directors in HFBC’s definitive proxy
statement for its 2018 annual meeting of stockholders, which was
filed with the SEC on April 20, 2018. To the extent holdings of
such participants in First Financial’s or HFBC’s respective
securities are not reported, or have changed since the amounts
described in the previously mentioned proxy statements, such
changes have been reflected on Initial Statements of Beneficial
Ownership on Form 3 or Statements of Change in Ownership on Form 4
filed with the SEC. Free copies of these documents may be obtained
as described above.
No Offer or Sale
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy securities nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction. This
press release is also not a solicitation of any vote in any
jurisdiction pursuant to the proposed merger or otherwise. No offer
of securities or solicitation will be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended. This press release is not a substitute for
the proxy statement/prospectus that will be filed with the SEC.
Forward-Looking Statements
Certain statements contained in this press release, which are
not statements of historical fact, constitute forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements include, but are not limited
to, certain plans, expectations, goals, projections, and benefits
relating to the proposed merger between First Financial and HFBC,
which are subject to numerous assumptions, risks and uncertainties.
Words such as ‘‘believes,’’ ‘‘anticipates,’’ “may,” “will,”
“should,” “likely,” “expected,” “estimated,” ‘‘intends,’’ “future,”
“plan,” “goal,” “seek,” “project,” and other similar expressions
may identify forward-looking statements, but are not the exclusive
means of identifying such statements. Please refer to each of First
Financial’s and HFBC’s Annual Report on Form 10-K for the year
ended December 31, 2017, as well as their other filings with the
SEC, for a more detailed discussion of risks, uncertainties, and
factors that could cause actual results to differ from those
discussed in the forward-looking statements.
Forward-looking statements are not historical facts but instead
express only management’s beliefs regarding future results or
events, many of which, by their nature, are inherently uncertain
and outside of management’s control. It is possible that actual
results and outcomes may differ, possibly materially, from the
anticipated results or outcomes indicated in these forward-looking
statements. In addition to factors previously disclosed in reports
filed by First Financial and HFBC with the SEC, risks and
uncertainties for First Financial, HFBC, and the combined company
include, but are not limited to: the possibility that any of the
anticipated benefits of the proposed merger will not be realized or
will not be realized within the expected time period; the risk that
integration of HFBC’s operations with those of First Financial will
be materially delayed or will be more costly or difficult than
expected; the inability to close the proposed merger in a timely
manner; the inability to complete the proposed merger due to the
failure of HFBC’s stockholders to adopt the merger agreement;
diversion of management's attention from ongoing business
operations and opportunities; the failure to satisfy other
conditions to completion of the proposed merger, including receipt
of required regulatory and other approvals; the failure of the
proposed merger to close for any other reason; the challenges of
integrating and retaining key employees; the effect of the
announcement of the proposed merger on First Financial’s, HFBC’s,
or the combined company's respective customer relationships,
operating results, or market price; the possibility that the
proposed merger may be more expensive to complete than anticipated,
including as a result of unexpected or unknown factors, events, or
liabilities; potential litigation or regulatory action related to
the proposed merger; and general competitive, economic, political
and market conditions, and fluctuations. All forward-looking
statements included in this press release are made as of the date
hereof and are based on information available at the time of the
press release. Except as required by law, neither First Financial
nor HFBC assumes any obligation to update any forward-looking
statement.
Contacts:
First Financial CorporationNorman L. Lowery,
812-238-6487President and CEO
HopFed Bancorp, Inc.John E. Peck,
270-885-1171President and CEO
HopFed Bancorp (NASDAQ:HFBC)
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