Eagle Bancorp Montana, Inc. to Purchase First Group

HELENA, Mont., Oct. 01, 2021 (GLOBE NEWSWIRE) — Eagle Bancorp Montana, Inc. (NASDAQ: EBMT), (the “Firm,” or “Eagle”), the holding firm of Alternative Financial institution of Montana, at present introduced that it has reached an settlement to amass First Group Bancorp, Inc., and its subsidiary, First Group Financial institution (“First Group”). The transaction is Eagle’s fourth introduced acquisition of a Montana-based financial institution since 2017, and its largest transaction so far. Headquartered in Glasgow, Montana, First Group is the most important financial institution headquartered in Northeast Montana with $374 million in whole belongings. First Group presently operates 9 branches and two mortgage LPOs, together with commercial-focused branches in Helena and Three Forks (Gallatin County). The acquisition will additional solidify Eagle’s place because the fourth largest Montana-based financial institution with over $1.7 billion in professional forma belongings and add $307 million in deposits and $220 million in gross loans, based mostly on June 30, 2021 data. Upon completion of the acquisition, Alternative Financial institution of Montana can have 32 retail branches in key business and ag markets throughout Montana.

The board of administrators for each corporations unanimously permitted the transaction, which is topic to the approvals of financial institution regulatory businesses, the shareholders of First Group, and Eagle, and different customary closing situations.

“We’re thrilled to welcome First Group, and its workers to the Eagle staff,” acknowledged Peter J. Johnson, President and CEO of Eagle. “First Group is an skilled agriculture and business lender with a 130-year working historical past in Montana and deep roots within the communities it serves. This transaction expands our presence throughout the state of Montana and builds on our fame as an skilled and most well-liked agricultural lender throughout the state. The mix of our two corporations is a complementary match with our banking tradition and supplies the flexibility to create income and price synergies whereas providing First Group Financial institution clients broader product choices, elevated lending limits, and an expanded department supply system that stretches all through the state of Montana. I’m additionally happy to announce that on the closing of the transaction, Sam Waters, the Chairman and President of First Group, will be a part of the boards of Eagle and Alternative Financial institution of Montana, and that Kris Simensen, the CEO of First Group Financial institution, will function our Northeast Montana Regional Market President.”

“Having the ability to companion with a robust neighborhood financial institution that’s centered on offering nice customer support and has a deep dedication to the communities the place it operates, is a superb alternative for us,” stated Kris Simensen, CEO of First Group Financial institution.

Beneath the phrases of the definitive settlement signed by the events, First Group shareholders will obtain 37.7492 shares of Eagle frequent inventory and $276.32 in money for every share of First Group frequent inventory. In combination, First Group shareholders will obtain 1,396,721 shares of Eagle frequent inventory and $10.2 million in money, for a complete transaction worth of roughly $41.3 million, based mostly on the Eagle frequent inventory closing value of $22.25 on September 27, 2021. As well as, First Group shareholders shall be entitled to a particular dividend at closing equal to the quantity tangible frequent shareholders’ fairness exceeds $29.5 million, topic to sure situations.

The deal is predicted to shut in the course of the fourth quarter of 2021. Eagle was represented by Nixon Peabody LLP as authorized advisor and D.A. Davidson & Co. as monetary advisor and First Group was represented by Ballard Spahr LLP as authorized advisor and ProBank Austin as monetary advisor.

Investor Convention Name and Supplementary Info

Administration will host a convention name relating to this announcement on Friday, October 1 at 9:00 a.m. MDT (11:00 a.m. EDT). Funding professionals are invited to dial (844) 200-6205, utilizing entry code 037122 to take part within the name. A replay will probably be out there for one week at (866) 813-9403 utilizing entry code 038409. A slide presentation to accompany administration’s commentary could also be accessed from Eagle Bancorp Montana, Inc.’s Kind 8-Ok submitting with the SEC or at www.opportunitybank.com.

In regards to the Firm

Eagle Bancorp Montana, Inc. is a financial institution holding firm headquartered in Helena, Montana, and is the holding firm of Alternative Financial institution of Montana, a neighborhood financial institution established in 1922 that serves customers and small companies in Montana by 23 banking places of work. Further data is out there on the Financial institution’s web site at www.opportunitybank.com. The shares of Eagle Bancorp Montana, Inc. are traded on the Nasdaq World Market underneath the image “EBMT.”

Vital Further Info and The place to Discover It; Contributors within the Solicitation

This communication doesn’t represent a suggestion to promote or the solicitation of a suggestion to purchase any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction wherein such supply, solicitation or sale can be illegal previous to registration or qualification underneath the securities legal guidelines of such jurisdiction. Eagle will file with the Securities and Alternate Fee (the “SEC”) a registration assertion on Kind S-4 containing a joint proxy assertion of Eagle and First Group and a prospectus of Eagle, and Eagle will file different paperwork with respect to the proposed merger. A definitive joint proxy assertion/prospectus will probably be mailed to shareholders of Eagle and First Group prematurely of their respective shareholder conferences. Earlier than making any voting selections, buyers and safety holders of Eagle and First Group are urged to learn the joint proxy assertion/prospectus and different paperwork that will probably be filed with the SEC fastidiously and of their entirety once they change into out there as a result of they may comprise essential data. Traders and safety holders will be capable of get hold of free copies of the registration assertion and the joint proxy assertion/prospectus (when out there), and different paperwork filed with the SEC by Eagle by the web site maintained by the SEC at http://www.sec.gov. Copies of the paperwork filed with or furnished to the SEC by Eagle will probably be out there freed from cost on Eagle’s web web site at www.opportunitybank.com, or by contacting Eagle. The contents of the Eagle web site will not be deemed to be integrated by reference into the registration assertion or the joint proxy assertion/prospectus.

Eagle, First Group, their respective administrators and government officers and different members of administration and workers could also be thought of individuals within the solicitation of proxies in reference to the proposed transaction. Details about the administrators and government officers of Eagle is about forth in its proxy assertion for its 2021 annual assembly of shareholders, which was filed with the SEC on March 10, 2021 and its Present Experiences on Kind 8-Ok. Different data relating to the individuals within the proxy solicitations and an outline of their direct and oblique pursuits, by safety holdings or in any other case, will probably be contained within the joint proxy assertion/prospectus and different related supplies to be filed with the SEC once they change into out there.

Protected Harbor Assertion

Sure statements contained on this press launch that aren’t statements of historic reality are forward-looking statements. These forward-looking statements, that are based mostly on sure assumptions and describe our future plans, methods and expectations, can typically be recognized by means of the phrases “might”, “would”, “may”, “will”, “anticipate”, “anticipate”, “undertaking”, “imagine”, “intend”, “plan” and “estimate”, in addition to related phrases and expressions. These forward-looking statements embrace statements associated to our projected progress, statements associated to the anticipated timing, completion and different results of the proposed Eagle and First Group transaction, and our anticipated future monetary efficiency. These statements aren’t ensures of future efficiency and contain sure dangers, uncertainties and assumptions that are tough to foretell.

These forward-looking statements contain vital dangers and uncertainties that would trigger our precise outcomes to vary materially from these anticipated in such statements. Potential dangers and uncertainties embrace the next:

  • the shortcoming to acquire the requisite regulatory and shareholder approvals for the proposed Eagle and First Group transaction and meet different closing phrases and situations;
  • the incidence of any occasion, change or different circumstances that would give rise to the rights of 1 or each of the events to terminate the merger settlement between Eagle and First Group;
  • the response to the anticipated merger of all of the banks’ clients, workers and counter-parties or difficulties associated to the transition of providers;
  • the timing to consummate the proposed merger;
  • the chance {that a} situation to closing of the proposed merger will not be glad;
  • the diversion of administration time on points associated to the proposed merger;
  • the difficulties and dangers inherent with coming into new markets;
  • normal financial situations (each typically and in our markets) could also be much less favorable than anticipated, which may lead to, amongst different issues, a continued deterioration in credit score high quality, an extra discount in demand for credit score and an extra decline in actual property values;
  • our potential to boost extra capital could also be impaired if markets are disrupted or change into extra unstable;
  • prices or difficulties associated to the mixing of the banks we might purchase could also be better than anticipated;
  • restrictions or situations imposed by our regulators on our operations might make it tougher for us to attain our targets;
  • governmental financial and monetary insurance policies in addition to legislative or regulatory adjustments, together with adjustments in accounting requirements and compliance necessities, might adversely have an effect on us;
  • aggressive pressures amongst depository and different monetary establishments might improve considerably;
  • adjustments within the rate of interest atmosphere might cut back margins or the volumes or values of the loans we make or have acquired;
  • different monetary establishments have better monetary assets and could possibly develop or purchase merchandise that allow them to compete extra efficiently than we are able to;
  • our potential to draw and retain key personnel could be affected by the elevated competitors for knowledgeable workers within the banking business;
  • adversarial adjustments might happen within the bond and fairness markets;
  • conflict or terrorist actions might trigger additional deterioration within the financial system or trigger instability in credit score markets;
  • financial, governmental or different elements might forestall the projected inhabitants, residential and business progress within the markets wherein we function; and
  • we are going to or might proceed to face the chance elements mentioned on occasion within the periodic stories we file with the SEC.

For these forward-looking statements, we declare the safety of the secure harbor for forward-looking statements contained within the Personal Securities Litigation Reform Act of 1995.

You shouldn’t place undue reliance on the forward-looking statements, which converse solely as of the date of this press launch. All subsequent written and oral forward-looking statements attributable to us or any particular person performing on our behalf are expressly certified of their entirety by the cautionary statements contained or referred to herein. We undertake no obligation to publicly replace or revise any forward-looking statements, whether or not because of new data, future occasions or in any other case. See Merchandise 1A, Threat Elements, in our Annual Report on type 10-Ok for the yr ended December 31, 2020, and in any other case in our SEC stories and filings, for an outline of a number of the essential elements which will have an effect on precise outcomes.

Contacts: Peter J. Johnson, President and CEO
(406) 457-4006
Laura F. Clark, EVP and CFO
(406) 457-4007 

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