Great Western Bancorp, Inc. Expands Sioux Falls Presence with
the Acquisition of HF Financial Corp.
Great Western Bancorp, Inc. (NYSE: GWB):
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Key Acquisition and Financial Impact Highlights:
- The transaction will solidify Great
Western Bank’s market leadership in the highly attractive Sioux
Falls market and enhances its South Dakota state-wide
presence.
- The transaction provides Great Western
a branch presence in desirable Fargo, North Dakota and Minnesota
markets.
- At closing, the combined entity is
projected to have $11.3 billion in assets, $8.5 billion in loans,
and $8.6 billion in deposits and will serve 127 communities in nine
states.
- Stock and cash transaction valued at
$139.5 million at signing, based on the closing price of Great
Western Bancorp, Inc., stock on November 27, 2015, or approximately
$19.70 per fully diluted share, subject to potential adjustments as
described in the Agreement.
- Strong platform to support significant
opportunities for organic growth in the Midwest.
- The transaction is expected to generate
mid-single digit earnings per share accretion in the first full
year after closing and tangible book value dilution will be earned
back in less than three years.
- Media Conference Call Monday, November
30, 2015 at 4:15 p.m. CST; Investment Community Conference Call
Tuesday, December 1, 2015 at 7:00 a.m. CST.
Great Western Bancorp, Inc. (“GWB” or “Great Western”) (NYSE:
GWB) and HF Financial Corp. (“HF Financial”) (NASDAQ: HFFC) today
jointly announced the signing of a definitive merger agreement
pursuant to which Great Western Bancorp, Inc. will acquire HF
Financial Corp., the holding company and parent of Home Federal
Bank (“Home Federal”) in a cash and stock transaction valued at
$19.70 per share or $139.5 million in the aggregate, using the
closing price of GWB stock as of November 27, 2015.
"We are pleased to announce the acquisition of Home Federal
Bank," said Ken Karels, President and Chief Executive Officer of
Great Western Bank. "This acquisition offers us the opportunity to
expand our footprint and customer base by complementing our
existing branch network presence in Eastern South Dakota and adding
locations in attractive markets in Fargo, North Dakota and
Minnesota."
Karels further added, “Home Federal’s strong market presence in
Sioux Falls and outstanding reputation coupled with Great Western
Bank’s comprehensive product offerings and strong capital base will
allow the combined franchise to better meet the expanding needs of
our customers and communities. This partnership continues Home
Federal’s legacy and significantly expands our market visibility
and customer base. We welcome Home Federal’s customers and
employees to Great Western.”
Stephen Bianchi, President and Chief Executive Officer of Home
Federal Bank said, “After careful thought and consideration, our
board of directors decided that a merger with Great Western Bank
provides tremendous value for stakeholders. I’m confident that we
have found an excellent partner in Great Western. We believe
bringing these two prominent companies together will position us
well to capitalize on the substantial growth opportunities in our
core markets for years to come.”
Under the terms of the Agreement, 75% of HF Financial’s common
stock will be converted into Great Western common stock and the
remaining 25% will be exchanged for cash. HF Financial stockholders
will have the option to elect to receive either 0.6500 shares of
Great Western common stock or $19.50 in cash for each HF Financial
common share, subject to proration to ensure that in the aggregate
75% of HF Financial shares will be converted into stock. The
exchange ratio is fixed, and the transaction is expected to qualify
as a tax-free exchange with respect to shares of HF Financial
common stock that are exchanged for Great Western common stock.
The transaction is expected to generate mid-single digit
earnings per share accretion in the first full year after closing,
an internal rate of return of more than 20%, minimal tangible book
value per common share dilution and an earnback period of less than
three years. Additionally, GWB’s strong pro forma capital position
will also support further growth.
The Merger has been unanimously approved by the Board of
Directors of both Great Western and Home Federal and is expected to
close in the second quarter of 2016, subject to certain conditions,
including the approval by Home Federal’s stockholders and customary
regulatory approvals. As is customary for GWB, the operations of HF
Financial are expected to be fully integrated into GWB shortly
after the transaction close date.
Advisors
RBC Capital Markets, LLC acted as exclusive financial advisor to
GWB. Piper Jaffray & Co acted as financial advisor to HF
Financial and rendered a fairness opinion to the Board of Directors
of HF Financial. Nyemaster Goode, P.C. served as legal counsel to
GWB. Briggs and Morgan, P.A. served as legal counsel to HF
Financial.
Media Conference Call Details
There will be a call for media on Monday, November 30, 2015, at
4:15 p.m. CST.
Dial-in Details:
- Participant Toll-Free Dial-in Number
(877) 252-6114
- Access code: 0139065
Investor Call Details
Great Western will host a conference call with investors to
discuss the announcement at 7:00 a.m. CST on Tuesday, December 1,
2015.
Live Event Dial-in Details:
- Participant Toll-Free Dial-in Number
(855) 238-8837.
- Participant International Dial-in
Number *1 (412) 542-4114.
To ensure timely access, participants should dial in
approximately 15 minutes before the call starts. Please ask to be
joined into the Great Western Bancorp call. A listen-only webcast
will be available in the Investor Relations section of Great
Western Bank’s website at www.greatwesternbank.com under
“Presentations.”
A replay of the conference call will be available until December
16, 2015, by calling (877) 344-7529 (US & Canada) or *1 (412)
317-0088 from other locations. The access code for the replay is
10076947. An archive of the webcast will be available for one year
following the conference call on Great Western’s website.
About Great Western Bancorp, Inc.
Great Western Bancorp, Inc. is the holding company for Great
Western Bank, a full-service regional bank focused on
relationship-based business and agribusiness banking. Great Western
Bank offers small and mid-sized businesses a focused suite of
financial products and a range of deposit and loan products to
retail customers through several channels, including the branch
network, online banking system, mobile banking applications and
customer care centers. The bank services its customers through 158
branches in seven states: South Dakota, Iowa, Nebraska, Colorado,
Arizona, Kansas and Missouri. To learn more about Great Western
Bank visit www.greatwesternbank.com.
About HF Financial Corporation
HF Financial Corp., based in Sioux Falls, SD, is the parent
company for financial services companies, including Home Federal
Bank, Mid America Capital Services, Inc., dba Mid America Leasing
Company, Hometown Investment Services, Inc. and HF Financial Group,
Inc. As a publicly traded savings association headquartered in
South Dakota, HF Financial Corp. operates with 23 offices in 17
communities, throughout Eastern South Dakota, Minnesota, and North
Dakota. The Company operates a branch in the Twin Cities market as
Infinia Bank, a Division of Home Federal Bank of South Dakota. To
learn more about Home Federal Bank, visit www.homefederal.com.
No Offer or Solicitation
This communication is not a solicitation of a proxy from any
stockholder of HF Financial Corp. This communication is for
informational purposes only and is neither an offer to purchase,
nor a solicitation of an offer to sell, any securities in any
jurisdiction pursuant to the proposed transaction or otherwise, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of any applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933.
Important Additional Information and Where to Find It
In connection with the Agreement and Plan of Merger by and
between Great Western Bancorp, Inc. (“Great Western”) and HF
Financial Corp., Great Western will file with the Securities and
Exchange Commission (“SEC”) a Registration Statement on Form S-4
that will contain a proxy statement of HF Financial Corp. and a
prospectus of Great Western, as well as other relevant documents
concerning the proposed transaction. STOCKHOLDERS OF HF FINANCIAL
CORP. ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION 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 ABOUT GREAT
WESTERN, HF FINANCIAL CORP. AND THE PROPOSED TRANSACTION. The
Registration Statement, including the proxy statement/prospectus,
and other relevant materials (when they become available), and any
other documents filed by Great Western and HF Financial Corp. with
the SEC, may be obtained free of charge at the SEC’s website at
www.sec.gov. Documents filed by Great Western with the SEC,
including the Registration Statement, may also be obtained free of
charge from Great Western’s website (www.greatwesternbank.com)
under the “Investor Relations” heading and the “SEC Filings”
sub-heading, or by directing a request to Great Western’s Investor
Relations contact, David Hinderaker at
David.Hinderaker@greatwesternbank.com . Documents filed by HF
Financial Corp. with the SEC may also be obtained free of charge
from HF Financial Corp. website (www.homefederal.com) under the
“Investor Relations” heading and the “SEC Filings” sub-heading, or
by directing a request to HF Financial Corp. Investor Relations
contact, Pamela F. Russo at prusso@homeferal.com.
Participants in the Solicitation
Great Western, HF Financial Corp., and certain of their
respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders
of HF Financial Corp., in connection with the proposed merger
transaction. Information about the directors and executive officers
of Great Western is available in Great Western’s definitive proxy
statement for its 2015 annual meeting of stockholders as previously
filed with the SEC on January 5, 2015, and other documents
subsequently filed by Great Western with the SEC. Information about
the directors and executive officers of HF Financial Corp., is
available in HF Financial Corp.’s, definitive proxy statement, for
its 2015 annual meeting of stockholders as previously filed with
the SEC on October 16, 2015. Other information regarding the
participants and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the Registration Statement and including the proxy
statement/prospectus, and other relevant documents regarding the
transaction filed with the SEC when they become available.
Forward-Looking Statements
This document contains forward-looking statements. You can
generally identify forward-looking statements by the use of
forward-looking terminology such as “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,”
“intend,” “may,” “might,” “plan,” “potential,” “predict,”
“project,” “seek,” “should,” or “will,” or the negative thereof or
other variations thereon or comparable terminology. These
forward-looking statements are only predictions and involve known
and unknown risks and uncertainties, many of which are beyond GWB’s
and HF Financial Corp’s control.
Statements in this document regarding Great Western, HF
Financial Corp., and the proposed merger that are forward-looking,
including projections as to the anticipated benefits of the
proposed transaction, the impact of the proposed transaction on
anticipated financial results, the synergies from the proposed
transaction, and the closing date for the proposed transaction, are
based on management’s estimates, assumptions and projections, and
are subject to significant uncertainties and other factors, many of
which are beyond the control of Great Western and HF Financial
Corp. In particular, projected financial information for the
combined company is based on management’s estimates, assumptions
and projections and has not been prepared in conformance with the
applicable accounting requirements of Regulation S-X relating to
pro forma financial information, and the required pro forma
adjustments have not been applied and are not reflected therein.
None of this information should be considered in isolation from, or
as a substitute for, the historical financial statements of Great
Western or HF Financial Corp. Important risk factors could cause
actual future results and other future events to differ materially
from those currently estimated by management, including, but not
limited to: the timing to consummate the proposed transaction; the
risk that a condition to closing of the proposed transaction may
not be satisfied and the transaction may not close; the risk that a
regulatory approval that may be required for the proposed
transaction is delayed, is not obtained or is obtained subject to
conditions that are not anticipated; the combined company’s ability
to achieve the synergies and value creation contemplated by the
proposed transaction; management’s ability to promptly and
effectively integrate the businesses of the two companies; the
diversion of management time on transaction-related issues; change
in national and regional economic conditions; the effects of
governmental regulation of the financial services industry;
industry consolidation; technological developments and major world
news events.
For more discussion of important risk factors that may
materially affect Great Western and HF Financial Corp., please see
the risk factors contained in Great Western’s Annual Report on
Form 10-K for its fiscal year ended September 30, 2014 and HF
Financial Corp. Annual Report on Form 10-K for its fiscal year
ended June 30, 2015, both of which are on file with the SEC
and available through the SEC’s website at www.sec.gov. You should
also read Great Western’s Quarterly Report on Form 10-Q for
the quarter ended June 30, 2015, which is on file with the
SEC.
No assurances can be given that any of the events anticipated by
the forward-looking statements will transpire or occur, or if any
of them do occur, what impact they will have on the results of
operations, financial condition or cash flows of Great Western, HF
Financial Corp. or the combined company. None of Great Western nor
HF Financial Corp. assumes any duty to update or revise
forward-looking statements, whether as a result of new information,
future events or otherwise, as of any future date.
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version on businesswire.com: http://www.businesswire.com/news/home/20151130006285/en/
GREAT WESTERN BANCORP, INC.Media Contact:Ann Nachtigal,
605-988-9217ann.nachtigal@greatwesternbank.comorInvestor Relations
Contact:David Hinderaker,
605-988-9253david.hinderaker@greatwesternbank.comorHF FINANCIAL
CORP.Media Contact:Stephen Bianchi, 605-333-7556sbianchi@homefederal.comorInvestor Relations
Contact:Pamela F. Russo, 605-333-7558prusso@homefederal.com
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