CIC Bancshares, Inc., parent company of Centennial Bank, headquartered
in Denver, Colorado, announced today that it has entered into a
definitive merger agreement with Heartland Financial USA, Inc. According
to terms of the Agreement, Heartland will acquire CIC in a transaction
valued at approximately $83.5 million, of which approximately 20 percent
would be payable in cash and approximately 80 percent would be payable
by issuance of Heartland common stock.
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Lynn B. Fuller Chairman, CEO Heartland Financial (Photo: Business Wire).
Under terms of the Agreement, which has been unanimously approved by the
boards of directors of both companies, the outstanding shares of CIC
Bancshares will be converted into a combination of cash and shares of
Heartland common stock. Simultaneous with closing of the transaction,
Centennial Bank will be merged into Heartland’s Colorado-based
subsidiary, Summit Bank & Trust, with the resulting institution
operating under the Centennial Bank name. The transaction is expected to
be a tax-free exchange with respect to the stock consideration received
by the shareholders of CIC.
The transaction is subject to approvals by shareholders of CIC
Bancshares, Inc. and bank regulatory authorities, and is expected to
close during the first quarter of 2016, with a systems conversion in the
second quarter of 2016.
With assets of approximately $722 million, loans of $551 million and
deposits of $638 million as of June 30, 2015, Centennial Bank is a
20-year-old commercial bank acquired five years ago by CIC Bancshares.
It is recognized as one of the fastest growing banks in the state of
Colorado. Centennial operates 14 Colorado locations including four
offices in the Denver-Aurora-Lakewood MSA. On a pro forma basis, the
combined institution will have 17 banking offices in Colorado.
Heartland Financial USA, Inc. is a community bank holding company
headquartered in Dubuque, Iowa, with assets of $6.7 billion. The company
operates nine state chartered commercial banks serving the Midwestern
states of Iowa, Illinois, Wisconsin, Minnesota, Kansas and Missouri, as
well as the Western states of New Mexico, Arizona, Colorado and Montana.
Heartland is currently in the process of acquiring Premier Valley Bank
of Fresno, California, which will become the company’s tenth charter.
Kevin W. Ahern, Chairman and CEO of CIC Bancshares, Inc., will lead the
combined institution. “Our board views this merger as an excellent move
for the customers and stockholders of Centennial Bank,” said Ahern. “As
we considered our strategic direction, including the importance of
identifying a potential quality merger partner, Heartland stood out as
an excellent fit. We are pleased to partner with a strong company
committed to face-to-face customer service and locally based community
banking that will continue our tradition of strong community support.
“This affiliation with the Heartland family of commercial banks will
allow us to press forward with our strategic objectives for Centennial
Bank and ensure we continue to inspire possibilities for our associates,
clients, and communities. We believe our customers will benefit from
this merger and gain access to a wide selection of convenient financial
products and services,” added Ahern.
James L. Basey, Centennial Bank’s President and CEO will also continue
in his current role in the combined institution. “Since the creation of
Centennial Bank in 2010, during the Great Recession, we have focused on
generating strong organic growth,” said Basey. “Joining with Heartland
is an exceptional opportunity to further leverage our growth. We look
forward to expanded lending capacity and enhanced technology with a
focus on treasury management services, and significant backroom support
from Heartland.”
“We are excited about the prospect of expanding the Heartland footprint
in Colorado, an economically strong and vibrant region,” said Lynn B.
Fuller, Chairman and CEO of Heartland. “Centennial Bank is an excellent
fit for our community banking business model, and its locations
significantly expand our presence in the Front Range of Colorado into
Denver and attractive mountain communities. Centennial is a healthy bank
that presents excellent opportunity to build on its solid market share
with business and retail customers.
“Centennial Bank brings a solid and experienced leadership team that
will strengthen our position in Colorado. Kevin Ahern and James Basey
are successful long-time bankers in the Colorado banking market and we
are excited both will be joining our Colorado bank and the Heartland
team, Fuller concluded. ”
To access an investor overview of the proposed transaction, visit www.htlf.com
> Investor Relations > Presentations, or use this link: http://www.snl.com/irweblinkx/presentations.aspx?iid=1021344
Piper Jaffray & Co. served as financial advisor to CIC Bancshares and
Bieging Shapiro & Barber LLP served as CIC Bancshares’ legal advisor.
Panoramic Capital Advisors Inc. served as financial advisor to
Heartland, and Dorsey & Whitney LLP served as Heartland’s legal advisor.
Additional Information about the Merger and Where to Find It
This
communication is being made in respect of a proposed merger transaction
involving Heartland Financial USA, Inc. and CIC Bancshares, Inc. In
connection with the transaction, Heartland Financial USA, Inc. will file
a registration statement with the SEC that will include a proxy
statement/prospectus to be used by CIC Bancshares, Inc. at the special
meeting it will call to approve the merger. Shareholders are urged to
read the proxy statement/prospectus when it becomes available because it
will contain important information about the proposed transaction.
The final proxy statement/prospectus will be mailed to CIC Bancshares,
Inc. shareholders of record at the record date for the special meeting
of the shareholders to be held to approve the proposed transaction. In
addition, the registration statement on form S-4 that includes
preliminary and final versions of the proxy statement/prospectus and
other relevant documents will be available free of charge at the SEC’s
Internet Web site, www.sec.gov.
About Centennial Bank
Centennial Bank is a growing Colorado
bank with more than $700 million in assets and a total of 14 branch
locations. The bank provides relationship-first banking services to
businesses and individuals throughout the Colorado Front Range,
foothills and select mountain communities. As entrepreneurs, the bank
seeks to meet the needs of businesses large and small, established and
growing, through innovative solutions informed by local knowledge. As a
community minded bank, the interests of customers, shareholders, and
communities are at the forefront of the bank’s values. Centennial Bank
is a wholly-owned subsidiary of CIC Bancshares, Inc. For more
information, please visit www.CentennialBanking.com.
About Heartland Financial USA, Inc.
Heartland Financial USA,
Inc. is a $6.7 billion diversified financial services company providing
banking, mortgage, private client, investment, insurance and consumer
finance services to individuals and businesses. Heartland currently has
89 banking locations in 66 communities in Iowa, Illinois, Wisconsin, New
Mexico, Arizona, Montana, Colorado, Minnesota, Kansas, Missouri and
Texas, with mortgage loan production offices in California, Nevada and
Idaho. Additional information about Heartland Financial USA, Inc. is
available at www.htlf.com.
Safe Harbor Statement
This release, and future oral and
written statements of Heartland and its management, may contain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 about Heartland’s financial condition,
results of operations, plans, objectives, future performance and
business. Although these forward-looking statements are based upon the
beliefs, expectations and assumptions of Heartland’s management, there
are a number of factors, many of which are beyond the ability of
management to control or predict, that could cause actual results to
differ materially from those in its forward-looking statements. These
factors, which are detailed in the risk factors included in Heartland’s
Annual Report on Form 10-K filed with the Securities and Exchange
Commission, include, among others: (i) the strength of the local and
national economy; (ii) the economic impact of past and any future
terrorist threats and attacks and any acts of war, (iii) changes in
state and federal laws, regulations and governmental policies concerning
the Company’s general business; (iv) changes in interest rates and
prepayment rates of the Company’s assets; (v) increased competition in
the financial services sector and the inability to attract new
customers; (vi) changes in technology and the ability to develop and
maintain secure and reliable electronic systems; (vii) the loss of key
executives or employees; (viii) changes in consumer spending; (ix)
unexpected results of acquisitions; (x) unexpected outcomes of existing
or new litigation involving the Company; and (xi) changes in accounting
policies and practices. All statements in this release, including
forward-looking statements, speak only as of the date they are made, and
Heartland undertakes no obligation to update any statement in light of
new information or future events.
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