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:
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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.
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The transaction provides Great Western a branch presence in desirable
Fargo, North Dakota and Minnesota markets.
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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.
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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.
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Strong platform to support significant opportunities for organic
growth in the Midwest.
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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.
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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:
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Participant Toll-Free Dial-in Number (877) 252-6114
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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:
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Participant Toll-Free Dial-in Number (855) 238-8837.
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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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