Great
Western Bancorp, Inc. (NYSE:GWB)
and HF Financial Corp. (NASDAQ:HFFC) today announced that the merger of
HF Financial into Great Western is expected to close on or about May 13,
2016, subject to receipt of stockholder approval at the special meeting
of HF Financial stockholders scheduled for May 10, 2016 and other
customary closing conditions. The parties also announced that the
election deadline for holders of HF Financial common stock to elect the
form of consideration they wish to receive in the merger will be 5:00
p.m., Eastern Time, on May 10, 2016, unless extended. The election
materials, whereby HF Financial stockholders may make elections as to
the form of merger consideration they wish to receive, were mailed on or
about April 12, 2016 to HF Financial stockholders of record as of April
8, 2016. Questions regarding the election materials may be directed to
Innisfree M&A Incorporated, the information agent for the election
process, at (888) 750-5834.
This Smart News Release features multimedia. View the full release here:
http://www.businesswire.com/news/home/20160419006407/en/
Election Process for Merger Consideration
Holders of HF Financial common stock may elect to receive, for each of
their shares of HF Financial common stock, either: (i) $19.50 in cash,
or (ii) 0.65 shares of Great Western common stock (plus cash in lieu of
any fractional shares of Great Western common stock). All cash and stock
elections will be subject to the allocation and proration provisions of
the Agreement and Plan of Merger, dated November 30, 2015 (the “Merger
Agreement”), which are described in the election materials and in the
Proxy Statement/Prospectus dated April 1, 2016 mailed on April 7, 2016
to holders of record of HF Financial common stock as of March 31, 2016
(the “Proxy Statement/Prospectus”). Holders of HF Financial common stock
may elect to receive, subject to the allocation and proration
provisions, the cash consideration for all of their shares of HF
Financial common stock, the stock consideration for all of their shares
of HF Financial common stock or a mix of cash consideration for some of
their shares of HF Financial common stock and the stock consideration
for the remainder of their shares. The allocation and proration
provisions of the Merger Agreement are designed to ensure that, on an
aggregate basis, approximately 75% of the shares of HF Financial common
stock outstanding immediately prior to completion of the merger will be
converted into Great Western common stock, with the remaining 25% of
shares of HF Financial common stock outstanding prior to completion of
the merger to be converted into the cash consideration.
As further described in the election materials, to make a valid
election, a properly executed election form and letter of transmittal
and any stock certificate(s) for HF Financial common stock, together
with any other required documents described in the election materials,
must be received by Computershare Trust Company, N.A., the exchange
agent for the transaction, prior to the election deadline. HF Financial
stockholders who hold their shares through a broker, bank, trustee or
other nominee should follow the instructions of such broker, bank,
trustee or other nominee as to the procedures for making elections and
exchanging their shares of HF Financial common stock, which may contain
an earlier deadline by which such stockholders will need to submit their
election to such broker, bank, trustee or other nominee. HF Financial
stockholders should carefully read the Proxy Statement/Prospectus for
the transaction, the Merger Agreement and all the election materials
provided to them before making their elections as to the form of merger
consideration they wish to receive.
Any holders of HF Financial common stock who do not make a proper
election by the election deadline will have their shares of HF Financial
common stock exchanged for cash, shares of Great Western common stock or
a combination of cash and shares of Great Western common stock,
depending on the valid elections of other HF Financial stockholders in
accordance with the allocation and proration provisions of the Merger
Agreement.
HF Financial stockholders who have questions about the election process,
completing the election form or who wish to obtain copies of the
election materials may contact Innisfree M&A Incorporated, the
information agent for the transaction, at (888) 750-5834 during the
hours of 9:00 a.m. to 11:00 p.m., Eastern Time, Monday through Friday,
and during the hours of 12:00 p.m. to 6:00 p.m., Eastern Time, Saturday
for further information or assistance.
Electronic copies of the Merger Agreement and the Proxy
Statement/Prospectus, as well as other filings containing information
about Great Western and HF Financial, may be obtained at the Securities
and Exchange Commission’s website, www.sec.gov,
Great Western’s website, www.greatwesternbank.com,
or HF Financial’s website, www.homefederal.com.
Copies of the Merger Agreement and the Proxy Statement/Prospectus are
also available, free of charge, by directing a request to either Great
Western or HF Financial as described below.
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 155 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
Home Federal, 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 Home Federal 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.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Statements about Great Western’s and HF Financial’s expectations,
beliefs, plans, predictions, forecasts, objectives, assumptions, future
events or performance with respect to the proposed merger are not
historical facts and may be forward-looking. These statements are often,
but not always, made through the use of words or phrases such as
“anticipates,” “believes,” “can,” “could,” “may,” “predicts,”
“potential,” “should,” “will,” “estimate,” “plans,” “projects,”
“continuing,” “ongoing,” “expects,” “intends” and similar words or
phrases. In particular, the statements included in this press release
concerning the anticipated completion of the merger and the expected
closing date are not historical facts and are forward-looking.
Accordingly, the forward-looking statements in this press release are
only predictions and involve estimates, known and unknown risks,
assumptions and uncertainties that could cause actual results to differ
materially from those expressed; therefore, you are cautioned not to
place undue reliance on such statements. Any forward-looking statements
are qualified in their entirety by reference to the factors discussed in
the sections titled “Risk Factors” and "Cautionary Statement Regarding
Forward-Looking Statements" in the Proxy Statement/Prospectus and, more
generally, to the discussion in the sections entitled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in Great
Western’s Annual Report on Form 10-K for the fiscal year ended September
30, 2015, and the discussion in the sections entitled “Risk Factors” and
“Forward-Looking Statements” in HF Financial’s Annual Report on Form
10-K for the fiscal year ended June 30, 2015. Further, any
forward-looking statement speaks only as of the date on which it is
made, and neither Great Western nor HF Financial undertake any
obligation to update any forward-looking statement to reflect events or
circumstances after the date on which the statement is made or to
reflect the occurrence of unanticipated events.
Important Additional Information and Where to Find It
In connection with the Merger Agreement, Great Western has filed with
the Securities and Exchange Commission (“SEC”) a Registration Statement
on Form S-4 that contains the Proxy Statement/Prospectus, as well as
other relevant documents concerning the proposed transaction.
STOCKHOLDERS OF HF FINANCIAL ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED
TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT GREAT WESTERN, HF FINANCIAL AND THE
PROPOSED TRANSACTION. The Registration Statement, including the Proxy
Statement/Prospectus, and other relevant materials, and any other
documents filed by Great Western and HF Financial 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 with the SEC may also be obtained free
of charge from HF Financial's website (www.homefederal.com)
under the “Investor Relations” heading and the “SEC Filings”
sub-heading, or by directing a request to HF Financial's Investor
Relations contact, Pamela F. Russo at prusso@homefederal.com.
Participants in a Solicitation
Great Western, HF Financial, 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, 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 2016 annual meeting of
stockholders as filed with the SEC on January 4, 2016, and other
documents subsequently filed by Great Western with the SEC. Information
about the directors and executive officers of HF Financial, is available
in HF Financial’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 in the transaction, by security
holdings or otherwise, is contained in the Registration Statement and
the Proxy Statement/Prospectus, and other relevant documents regarding
the transaction filed with the SEC.
No Offer or Solicitation
This communication is not a solicitation of a proxy from any stockholder
of HF Financial and is not a substitute for the Proxy
Statement/Prospectus sent to the stockholders of HF Financial in
connection with the proposed merger. 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160419006407/en/
Copyright Business Wire 2016