First Interstate BancSystem, Inc. (“First Interstate”) (NASDAQ:
FIBK) and Northwest Bancorporation, Inc. (“Northwest”) (OTC Pink:
NBCT) today announced that they have entered into a definitive
agreement under which First Interstate, parent company of First
Interstate Bank, will acquire Northwest, parent company of Inland
Northwest Bank (“INB”), in an all-stock transaction valued at
approximately $160.9 million in aggregate, or $21.03 per share. The
transaction complements First Interstate’s footprint, which
successfully expanded from the Mountain West to the Pacific
Northwest with the completion of the Cascade Bancorp acquisition in
May 2017, and provides First Interstate with a presence in several
high-growth markets, including Spokane, Washington, Portland,
Oregon and Coeur d’Alene, Idaho.
INB is a customer-focused community bank based in Spokane,
Washington with $826.8 million of assets, $669.0 million in loans,
$721.0 million in deposits and $81.7 million in shareholders’
equity with 20 banking offices across Washington, Idaho and Oregon.
First Interstate intends to continue operating all 20 of the
banking offices. After completion of the acquisition, First
Interstate will have approximately $13.1 billion in total assets,
$8.3 billion in total loans, $10.7 billion in total deposits, $1.5
billion in shareholders’ equity and 146 banking offices.
“We are very excited about this acquisition. Our partnership
with INB supplements and accelerates our expansion into the Pacific
Northwest. More importantly, we believe INB’s customer focus and
community bank model align very well with our culture and approach
to banking,” said Kevin Riley, First Interstate President and Chief
Executive Officer. “Since expanding into Idaho, Oregon, and
Washington in 2017, we have a tremendous respect and enthusiasm for
these communities and markets. We’re eager to deepen our presence
and build relationships with the clients who call these beautiful
regions home,” continued Mr. Riley.
“INB’s growth and momentum spurred First Interstate’s interest
in us, and, consequently, a tremendous opportunity for our combined
company to expand our presence throughout the Pacific Northwest.
First Interstate is the ideal partner because we share values about
community banking and how we serve our employees, customers and
communities,” said Russ Lee, President and Chief Executive Officer
of Northwest. “We are confident that, together, we will deliver a
high standard of excellence, continue to value our relationships in
each of our communities, and generate strong returns for our
shareholders, many of whom have supported INB since it was founded
almost 30 years ago.”
Pursuant to the terms of the definitive merger agreement,
Northwest shareholders will receive 0.516 shares of First
Interstate Class A common stock in exchange for each share of
Northwest common stock they hold. The exchange ratio is fixed and
the shares received by Northwest shareholders are expected to
qualify as a tax-free exchange. Northwest shareholders will own
approximately 6% of First Interstate once the transaction is
complete.
First Interstate expects the transaction will result in annual
earnings per share (EPS) accretion of 3% in 2019. First Interstate
is expected to recover the minimal tangible book value dilution
experienced in this transaction in under two years.
The boards of directors of each company have unanimously
approved the transaction and the directors and executive officers
of Northwest have entered into agreements with First Interstate,
pursuant to which they have agreed to vote their shares of
Northwest common stock in favor of the transaction.
First Interstate and Northwest expect to close the transaction
late in the third or early in the fourth quarter of 2018, after
satisfaction of customary closing conditions, including regulatory
approvals and the approval of the Northwest shareholders. It is
anticipated that Inland Northwest Bank will be merged with and into
First Interstate Bank in connection with the scheduled data
processing conversion.
Sandler O’Neill & Partners, L.P. served as financial advisor
and Luse Gorman, PC served as legal counsel to First Interstate.
D.A. Davidson & Co. served as financial advisor and Witherspoon
Kelley served as legal counsel to Northwest.
CONFERENCE CALL
First Interstate management will review additional information
regarding the transaction in the conference call beginning at 11
a.m. Eastern Time on Thursday, April 26, 2018. The call may be
accessed by dialing 1-877-507-0356. To participate via the
Internet, log on to www.FIBK.com. A replay will be available
approximately one hour after the end of the conference call by
dialing 1-877-344-7529. The conference ID is 10118682. The call
will also be archived on First Interstate’s website, www.FIBK.com.
Additionally, a presentation with information about this
transaction can be accessed on the Webcasts and Presentations page
of the Company’s investor relations website.
About First Interstate BancSystem, Inc. and First Interstate
Bank
First Interstate BancSystem, Inc. is a financial services
holding company, headquartered in Billings, Montana, with $12.3
billion in assets as of March 31, 2018. It is the parent company of
First Interstate Bank, a community bank operating over 120 banking
offices, including online and mobile banking services, throughout
Idaho, Montana, Oregon, South Dakota, Washington, and Wyoming. As a
recognized leader in community banking services, First Interstate
is driven by strong values, as well as a commitment to delivering a
rewarding experience to its employees, strong returns to
shareholders, exceptional products and services to its clients, and
resources to the communities it serves.
About Northwest Bancorporation, Inc. and Inland
Northwest Bank
Northwest Bancorporation, Inc. is the parent company of Inland
Northwest Bank, a state-chartered community bank that currently
operates 20 offices across Washington, Idaho, and Oregon. INB
specializes in meeting the financial needs of individuals and small
to medium-sized businesses, including professional corporations and
agriculture-related operations, by providing a full line of
commercial, retail, agricultural, and mortgage and private banking
products and services. More information about INB can be found on
its website at www.inb.com. The Company’s stock is quoted on the
OTC Market’s Pink Marketplace under the symbol NBCT.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Rule 175 promulgated thereunder, and Section 21E of
the Securities Exchange Act of 1934, as amended, and Rule 3b-6
promulgated thereunder, that involve inherent risks and
uncertainties. Any statements about First Interstate’s or the
combined company’s plans, objectives, expectations, strategies,
beliefs, or future performance or events constitute forward-looking
statements. Such statements are identified as those that include
words or phrases such as “believes,” “expects,” “anticipates,”
“plans,” “trend,” “objective,” “continue,” or similar expressions
or future or conditional verbs such as “will,” “would,” “should,”
“could,” “might,” “may,” or similar expressions. Forward-looking
statements involve known and unknown risks, uncertainties,
assumptions, estimates, and other important factors that could
cause actual results to differ materially from any results,
performance, or events expressed or implied by such forward-looking
statements. Such forward-looking statements include but are not
limited to statements about the benefits of the business
combination transaction involving First Interstate and Northwest,
including future financial and operating results, the combined
company’s plans, objectives, expectations and intentions, and other
statements that are not historical facts. These forward-looking
statements are subject to risks and uncertainties that may cause
actual results to differ materially from those projected, including
but not limited to the following: the possibility that the merger
does not close when expected or at all because required regulatory,
shareholder, or other approvals and other conditions to closing are
not received or satisfied on a timely basis or at all; the risk
that the benefits from the transaction may not be fully realized or
may take longer to realize than expected, including as a result of
changes in general economic and market conditions, interest and
exchange rates, monetary policy, laws and regulations and their
enforcement, and the degree of competition in the geographic and
business areas in which First Interstate and Northwest operate; the
ability to promptly and effectively integrate the businesses of
First Interstate Bank and INB; the reaction of the companies’
customers, employees, and counterparties to the transaction; and
the diversion of management time on merger-related issues.
These factors are not necessarily all of the factors that could
cause First Interstate’s or the combined company’s actual results,
performance, or achievements to differ materially from those
expressed in or implied by any of the forward-looking statements.
Other unknown or unpredictable factors also could harm First
Interstate’s or the combined company’s results.
All forward-looking statements attributable to First
Interstate’s, Northwest’s, or the combined company’s or persons
acting on First Interstate’s or Northwest’s behalf are expressly
qualified in their entirety by the cautionary statements set forth
above. Forward-looking statements speak only as of the date they
are made and First Interstate and Northwest do not undertake or
assume any obligation to update publicly any of these statements to
reflect actual results, new information or future events, changes
in assumptions, or changes in other factors affecting
forward-looking statements, except to the extent required by
applicable laws. If First Interstate or Northwest update one or
more forward-looking statements, no inference should be drawn that
First Interstate or Northwest will make additional updates with
respect to those or other forward-looking statements.
Additional Information about the Merger and Where to Find
it
This communication is being made with respect to the proposed
transaction involving First Interstate and Northwest. This material
is not a solicitation of any vote or approval of the Northwest
shareholders and is not a substitute for the proxy
statement/prospectus or any other documents that Northwest may send
to its shareholders in connection with the proposed merger. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities.
In connection with the proposed merger, First Interstate will
file with the Securities and Exchange Commission (the “SEC”) a
Registration Statement on Form S-4 that will include a proxy
statement of Northwest and a prospectus of First Interstate, as
well as other relevant documents concerning the proposed merger.
Before making any voting or investment decisions, investors and
shareholders are urged to read the Registration Statement and the
proxy statement/prospectus regarding the proposed merger, as well
as any other relevant documents filed with the SEC and any
amendments or supplements to those documents, because they will
contain important information. Northwest will mail the proxy
statement/prospectus to its shareholders. Shareholders are also
urged to carefully review and consider each of First Interstate’s
public filings with the SEC, including, but not limited to, its
Annual Reports on Form 10-K, its proxy statements, its Quarterly
Reports on Form 10-Q, and its Current Reports on Form 8-K. Copies
of the Registration Statement and proxy statement/prospectus and
other filings incorporated by reference therein, as well as other
filings containing information about First Interstate, may be
obtained as they become available at the SEC’s Internet site
(http://www.sec.gov). You will also be able to obtain these
documents, free of charge, from First Interstate at
www.fibk.com.
First Interstate and Northwest and certain of their directors
and executive officers may be deemed to be participants in the
solicitation of proxies of Northwest’s shareholders in connection
with the proposed transaction. Information about the directors and
executive officers of First Interstate and their ownership of First
Interstate common stock is set forth in the proxy statement for
First Interstate’s 2018 Annual Meeting of Shareholders, as filed
with the SEC on Schedule 14A on March 16, 2018. 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20180425006644/en/
First Interstate BancSystem, Inc.Marcy Mutch, Chief
Financial Officer406-255-5312marcy.mutch@fib.comorMargie Morse,
Investor Relations
Officer406-255-5053investor.relations@fib.comorNorthwest
Bancorporation, Inc.Russell A. Lee, President and CEOHolly A.
Poquette, Chief Financial Officer509-456-8888nbct@inb.com
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