HELENA, Mont., Sept. 06, 2017 (GLOBE NEWSWIRE) -- Eagle Bancorp Montana, Inc. (NASDAQ:EBMT), (the “Company,” “Eagle”), the
holding company of Opportunity Bank of Montana, today announced the signing of a definitive merger agreement through which it will
acquire Ruby Valley Bank, Twin Bridges Montana. The acquisition of the $90 million Ruby Valley will make Opportunity Bank the fifth
largest Montana based bank with approximately $800 million in assets. Ruby Valley’s parent corporation, TwinCo, Inc., will merge
with and into Eagle with Eagle as the surviving entity, and its wholly own subsidiary Ruby Valley Bank will merge with and into
Opportunity Bank. Ruby Valley Bank, headquartered in Twin Bridges, Montana, currently operates 2 branches in Twin Bridges and
Sheridan and will add approximately $90 million in assets, $78 million in deposits, and $55 million in gross loans to Opportunity
Bank. The combined company will have 16 branches.
The board of directors for both companies unanimously approved the transaction, which is subject to the
approvals of bank regulatory agencies, approval of the shareholders of TwinCo, Inc. and other customary closing conditions. Upon
completion of the transaction, Ken Walsh, currently President and CEO of TwinCo, Inc. will join the Boards of Directors of both
Eagle and Opportunity Bank and will lead the new branch efforts in southwest Montana.
“We are excited about the opportunity for TwinCo, Inc., and Ruby Valley Bank to join the Eagle team,” stated
Peter J. Johnson, President and CEO. “This transaction presents a unique opportunity for Eagle to expand our presence in the
attractive markets of Madison County and the Ruby Valley. The combination of our two organizations provides the ability to
create revenue and cost synergies while offering Ruby Valley Bank customers a broader product offering, increased lending limits,
and an expanded branch delivery system that stretches throughout the state of Montana.”
“This combination allows us to partner with a strong community bank that is focused on providing great customer
service, a deep commitment to the communities where it operates, and an excellent environment for employees,” said Walsh. “We
look forward to working with the management team at Eagle to better serve and become the bank of choice in our markets.”
Under the terms of the definitive agreement, TwinCo shareholders will have the right to receive, at their
election, (i) the combination of $247.16 in cash and 11.1540 shares of Eagle common stock, (ii) $449.38 in cash or (iii) 24.7866
shares of Eagle common stock, subject to a customary proration mechanism so that the aggregate consideration mix equals 55% cash
and 45% Eagle shares (based on Eagle’s twenty-day average closing price of $18.13 per share as of August 23, 2017). This values
TwinCo’s shares at $449.38 per share, for a total transaction value of approximately $18.0 million.
The deal is expected to close during the first quarter of 2018.
Investor Conference Call and Supplementary Information
Management will host a conference call regarding this announcement on Wednesday, September 6 at 11:00 a.m. MT
(1:00 p.m. EDT). The call will also be broadcast live via the internet. Interested investors may listen to the call live at
www.opportunitybank.com. Investment professionals are invited to dial (888) 317-6016 to
participate in the call. A replay will be available for two weeks at (877) 344-7529 using access code 10111981, or at
www.opportunitybank.com. A slide presentation to accompany management's commentary may be
accessed from Eagle Bancorp's Form 8-K filing with the SEC or at www.opportunitybank.com.
About the Company
Eagle Bancorp Montana, Inc. is a bank holding company headquartered in Helena, Montana and is the holding
company of Opportunity Bank, a community bank established in 1922 that serves consumers and small businesses in Montana through 14
banking offices. Additional information is available on the bank’s website at www.opportunitybank.com. The shares of Eagle Bancorp Montana, Inc. are traded on the
NASDAQ Market under the symbol “EBMT.”
Important Information for Investors and Shareholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such
jurisdiction. Eagle will file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4
containing a proxy statement of TwinCo and a prospectus of Eagle, and Eagle will file other documents with respect to the proposed
merger. A definitive proxy statement/prospectus will be mailed to shareholders of TwinCo. Investors and security holders of
TwinCo are urged to read the proxy statement/prospectus and other documents that will be filed with the SEC carefully and in their
entirety when they become available because they will contain important information. Investors and security holders will
be able to obtain free copies of the registration statement and the proxy statement/prospectus (when available) and other documents
filed with the SEC by Eagle through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Eagle will be available free
of charge on Eagle’s internet website or by contacting Eagle.
Eagle, TwinCo, their respective directors and executive officers and other members of management and
employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information
about the directors and executive officers of Eagle is set forth in its proxy statement for its 2017 annual meeting of
shareholders, which was filed with the SEC on March 14, 2017 and its Current Reports on Form 8-K. Other information regarding the
participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they
become available.
Safe Harbor Statement
Certain statements contained in this presentation that are not statements of historical fact are
forward-looking statements. These forward-looking statements, which are based on certain assumptions and describe our future plans,
strategies and expectations, can generally be identified by the use of the words “may”, “would”, “could”, “will”, “expect”,
“anticipate”, “project”, “believe”, “intend”, “plan” and “estimate”, as well as similar words and expressions. These
forward-looking statements include statements related to our projected growth, our anticipated acquisitions, including
statements related to the expected timing, completion and other effects our anticipated acquisitions, our anticipated future
financial performance, and management’s long-term performance goals, as well as statements relating to the anticipated effects on
results of operations and financial condition from expected developments or events, or business and growth strategies, including
projections of future amortization and accretion, the impact of the anticipated internal growth and plans to establish or
acquire banks or the assets of failed banks.
These forward-looking statements involve significant risks and uncertainties that could cause our actual
results to differ materially from those anticipated in such statements. Potential risks and uncertainties include the
following:
- the inability to obtain the requisite regulatory and shareholder approvals for the anticipated acquisitions and meet
other closing terms and conditions;
- the reaction to the anticipated acquisitions of all the banks’ customers, employees and counter-parties or difficulties
related to the transition of services;
- the timing to consummate the proposed merger;
- the risk that a condition to closing of the proposed merger may not be satisfied;
- the diversion of management time on issues related to the proposed merger;
- the difficulties and risks inherent with entering new markets;
- the results of the audit of the TwinCo financial statements;
- general economic conditions (both generally and in our markets) may be less favorable than expected, which could result
in, among other things, a continued deterioration in credit quality, a further reduction in demand for credit and a further
decline in real estate values;
- our ability to raise additional capital may be impaired if markets are disrupted or become more volatile;
- costs or difficulties related to the integration of the banks we may acquire may be greater than expected;
- restrictions or conditions imposed by our regulators on our operations may make it more difficult for us to achieve our
goals;
- governmental monetary and fiscal policies as well as legislative or regulatory changes, including changes in accounting
standards and compliance requirements, may adversely affect us;
- competitive pressures among depository and other financial institutions may increase significantly;
- changes in the interest rate environment may reduce margins or the volumes or values of the loans we make or have
acquired;
- other financial institutions have greater financial resources and may be able to develop or acquire products that enable
them to compete more successfully than we can;
- our ability to attract and retain key personnel can be affected by the increased competition for experienced employees in
the banking industry;
- adverse changes may occur in the bond and equity markets;
- war or terrorist activities may cause further deterioration in the economy or cause instability in credit
markets;
- economic, governmental or other factors may prevent the projected population, residential and commercial growth in the
markets in which we operate; and
- we will or may continue to face the risk factors discussed from time to time in the periodic reports we file with the
SEC.
For these forward-looking statements, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.
You should not place undue reliance on the forward-looking statements, which speak only as of the date of
this presentation. All subsequent written and oral forward-looking statements attributable to us or any person acting on our
behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We
undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise. See Item 1A, Risk Factors, in our Annual Report on form 10-K for the year ended December 31, 2016, and
otherwise in our SEC reports and filings, for a description of some of the important factors that may affect actual
outcomes.
Contacts: Peter J. Johnson, President and CEO (406) 457-4006 Laura F. Clark, SVP and CFO (406) 457-4007
