Eagle Bancorp Montana, Inc. Launches Modified Netherlands Auction Takeover Offer to Repurchase Up to $ 6,000,000 of Its Common Shares
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HELENA, Mt., May 21, 2021 (GLOBE NEWSWIRE) – Eagle Bancorp Montana, Inc. (NASDAQ: EBMT), (the “Company” or “Eagle”) announced today that it has issued a tender amended to “Netherlands Auction” offer (the “Takeover Bid”) to purchase up to $ 6,000,000 in cash of its common shares (the “Common Share”) at a price per share of at least $ 24.00 and not more than $ 26.25, less applicable withholding taxes and without interest. The maximum purchase price of $ 26.25 represents a 13.20% premium over the Volume Weighted Average Price (VWAP) of 5 trading days. On May 20, 2021, the closing price of the common share was $ 23.79 per share. The take-over bid will expire at 5:00 p.m. New York time on June 22, 2021, unless extended or terminated.
If the Tender Offer is fully subscribed, the Company will purchase between 228,571 shares and 250,000 shares, or between 3.37% and 3.69%, respectively, of the outstanding ordinary shares of the Company. All the shares tendered can be withdrawn before the expiry of the public tender offer. Shareholders who do not wish to participate in the takeover bid should not take any action. None of our directors or senior officers will tender any of their shares under the tender offer.
The Company proposes to sell to the Opportunity Bank of Montana Employee Stock Ownership Plan (the “ESOP”) common shares with a market value of approximately $ 6,000,000 shortly after the expiration of the takeover bid. . The purchase of shares under the tender offer is intended to offset the dilution in earnings per share that would otherwise result from the sale of shares by the Company to ESOP.
A modified ‘Netherlands auction’ takeover bid allows shareholders to indicate how many ordinary shares and at what price within the range described above they wish to tender their shares. Based on the number of shares deposited and the prices specified by the bidding shareholders, the Company will determine the lowest price per share that will allow it to acquire up to $ 6,000,000 in common shares. All the shares accepted in the tender offer will be purchased at the same price even if they are offered at a lower price.
To deposit common stock, shareholders must follow the instructions described in the “Offer to Purchase” and “Letter of Transmittal” that the Company files with the United States Securities and Exchange Commission (the “SEC” ). These documents contain important information about the terms and conditions of the takeover bid.
The Tender Offer will not be subject to a minimum number of tendered shares or to financing conditions. The tender offer will, however, be subject to other conditions, which will be disclosed in the tender offer. The Board of Directors of the Company (the “Board”) believes that a modified “Dutch auction” takeover bid is an effective mechanism which will give all shareholders the opportunity to tender all or part of their shares. .
The Board authorized the takeover bid. However, none of the Company, the Board of Directors, the information agent, the depositary or any of their respective affiliates makes any recommendation to the shareholders as to the advisability of filing or abstaining to tender their shares in the Tender Offer or at the price at which shareholders can choose to tender their shares. No one is authorized to make such a recommendation. Shareholders must decide how many shares they will tender, if any, and the price within the stated range at which they will offer their shares for purchase. In doing so, shareholders should carefully read the information contained or incorporated by reference in the Offer to Purchase and Letter of Transmittal (as it may be amended or supplemented), including the objectives and effects of the take-over bid. Shareholders are encouraged to discuss their decisions with their own tax advisers, financial advisers and / or brokers.
The information agent for the takeover bid is MacKenzie Partners, Inc. and the custodian is Computershare Trust Company, NA. The Offer to Purchase, Letter of Transmittal and related documents will be mailed to Registered Holders. The beneficial owners will receive the offer to purchase and a communication from their bank, broker or custodian. For questions and information, please call the Information Officer toll free at (800) 322-2885.
Certain information concerning the takeover bid The information contained in this press release describing the tender offer is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell ordinary shares under the offer. public purchase. The tender offer is being made only in accordance with the tender offer and related documents that the company files with the SEC, and will distribute to its shareholders, as they can be amended or supplemented. . Shareholders should carefully read this tender offer and the related documents in their entirety, as they contain important information, including the various terms and conditions of the tender offer. Shareholders of the company can get a free copy of the tender offer statement on Schedule TO, the tender offer and other documents that the company files with the SEC on the website of the SEC at the following address: www.sec.gov. Shareholders will also be able to obtain a copy of these documents, free of charge, from Mackenzie Partners, Inc., the information agent for the tender offer, toll free at (800) 322-2885. Shareholders are urged to read all of these documents carefully before making any decision regarding the takeover bid. Shareholders and investors who have questions or need assistance can call Mackenzie Partners, Inc. at (800) 322-2885.
About Eagle Bancorp Montana, Inc. Eagle Bancorp Montana, Inc. is a bank holding company headquartered in Helena, MT and is the holding company of Opportunity Bank of Montana, a community bank established in 1922 that serves consumers and small businesses of Montana through 23 bank offices. Additional information is available on the Bank’s website at www.opportunitybank.com. Eagle Bancorp Montana, Inc. shares trade on the Nasdaq Global Market under the symbol “EBMT”.
FORWARD-LOOKING STATEMENTS The above information should be read in conjunction with the financial statements, notes and other information contained in Eagle’s 2020 Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and current reports on Form 8 -K. This press release contains statements about the future of Eagle that are not statements of historical fact. These statements are “forward-looking statements” for the purposes of applicable securities laws and are based on current information and / or management’s good faith belief about future events. The words “estimate”, “believe”, “expect”, “anticipate”, “project” and similar expressions mean forward-looking statements. Forward-looking statements should not be interpreted as a guarantee of future performance. By their nature, forward-looking statements involve inherent risks and uncertainties, which change over time; and actual performance could differ materially from that anticipated by any forward-looking statement. In particular, any forward-looking statement is subject to risks and uncertainties associated with the COVID-19 pandemic and the resulting governmental and societal responses. Eagle assumes no obligation to update or revise any forward-looking statement.
|Contacts:||Peter J. Johnson, President and Chief Executive Officer (406) 457-4006 Laura F. Clark, Executive Vice President and Chief Financial Officer (406) 457-4007|
Source: Eagle Bancorp Montana, Inc.