BILLINGS, Mont. and
BEND, Ore., Nov. 17, 2016 /PRNewswire/ -- First Interstate
BancSystem, Inc. ("First Interstate") (NASDAQ: FIBK) and Cascade
Bancorp ("Cascade") (NASDAQ: CACB) today announced that they have
entered into a definitive agreement under which First Interstate,
parent company of First Interstate Bank, will acquire Cascade,
parent company of Bank of the Cascades, in a cash and stock
transaction for total consideration valued at approximately
$589 million in aggregate, or
$7.60 per share based on the First
Interstate closing price of $38.30
per share on November 16, 2016.
The transaction creates a unique regional banking franchise that
extends from the Mountain West to the Pacific Northwest and
provides First Interstate with a presence in several high-growth
markets, including Bend, Oregon
and Boise, Idaho.
Cascade is a relationship-oriented community bank based in
Bend, Oregon with total assets of
$3.2 billion, deposits of
$2.7 billion, loans of $2.1 billion and 50 banking offices across
Oregon, Idaho and Washington. After completion
of the acquisition, First Interstate will have approximately
$12.1 billion in total assets,
$10.1 billion in total deposits,
$7.6 billion in total loans and 131
banking offices.
"We are very excited to announce this transformational
acquisition that leverages our significant investment in people,
processes and technology. This opportunity is a good fit for us
geographically, strategically, financially and culturally.
Cascade's operating philosophy, commitment to community
banking and corporate responsibility are similar to ours, allowing
for a seamless integration of our two companies," said First
Interstate President and Chief Executive Officer, Kevin Riley. "We are pleased to welcome
Cascade's employees, customers and shareholders and look forward to
continuing the good work that Cascade has been doing.
Both of our banks have very strong, relationship-centered cultures
and this is an ideal extension of First Interstate into markets we
have been evaluating for several years," continued Mr. Riley.
"We believe First Interstate is an exceptional banking partner
for Cascade," commented Terry Zink,
President and Chief Executive Officer of Cascade Bancorp.
"Strategically they intend to grow Cascade's branch network, as
well as our metropolitan commercial banking centers across the
northwest. It follows that they highly value the many Cascade
bankers who are on the front line with our customer relationships
and are committed to ensuring our loyal customers will benefit from
this combination."
Zink continued, "For nearly 50 years, First Interstate has
demonstrated strong and stable banking leadership. Today, they are
a recognized leader in community banking and consistently deliver
quality and competitive financial services to their customers while
making a clear and positive difference in the communities they
serve. In light of our shared culture and commitment to
community, I am excited for the prospects of our combined
companies. Together, we will continue to deliver a highly
personalized experience to our customers with the expanded set of
products and services that First Interstate will provide our
customers. Employees and shareholders will be well-served as
part of the First Interstate family."
Pursuant to the terms of the definitive merger agreement,
Cascade shareholders will receive 0.14864 shares of First
Interstate Class A common stock and $1.91 in cash in exchange for each share of
Cascade common stock they hold. The exchange ratio is fixed
and the portion of shares received by Cascade shareholders is
expected to qualify as a tax-free exchange. Cascade
shareholders will own approximately 20% of the outstanding capital
stock of First Interstate once the transaction is complete.
First Interstate expects the transaction will result in
long-term annual earnings per share "EPS" accretion of 10% and 2018
EPS accretion of over 8% after accelerating the debit interchange
limitations from the Durbin amendment brought on by crossing
$10 billion in consolidated total
assets. First Interstate is expected to recover the tangible
book value dilution experienced in this transaction in five
years.
The boards of directors of each company have unanimously
approved the transaction, and the directors and certain large
shareholders of Cascade have entered into agreements with First
Interstate pursuant to which they have agreed to vote their shares
of Cascade common stock in favor of the transaction.
Additionally, the directors of First Interstate have entered
into agreements with Cascade pursuant to which they have agreed to
vote their shares of First Interstate common stock in favor of the
transaction.
First Interstate and Cascade expect to close the transaction in
mid-2017 after satisfaction of customary closing conditions,
including regulatory approvals and the approvals of the First
Interstate and Cascade shareholders. Immediately following the
completion of the acquisition, it is anticipated that Bank of the
Cascades will be merged with and into First Interstate Bank. Two
members of Cascade's Board of Directors will be added to the First
Interstate Board of Directors in order to maintain the community
commitment that Cascade has established in important markets in the
Pacific Northwest.
Barclays Capital Inc. served as exclusive financial advisor and
Luse Gorman, PC served as legal
counsel to First Interstate. Piper
Jaffray & Co. served as exclusive financial advisor and
Hunton & Williams LLP served as legal counsel to Cascade.
CONFERENCE CALL
First Interstate and Cascade management will review additional
information regarding the transaction in a conference call
beginning at 10:00 a.m. Mountain Time
on Friday, November 18, 2016. The
call may be accessed by dialing 1-877-507-0356. To participate via
the Internet, log on to www.FIBK.com. A replay will be available
approximately one hour after the end of the conference call by
dialing 1-877-344-7529. The conference ID is 10096941. The call
will also be archived on our website, www.FIBK.com.
About First Interstate BancSystem, Inc. and First Interstate
Bank
First Interstate BancSystem, Inc. (NASDAQ: FIBK), is a financial
services holding company, headquartered in Billings, Montana, with $9.0 billion in assets as of September 30, 2016. It is the parent company of
First Interstate Bank, a community bank operating 81 banking
offices, including online and mobile banking services, throughout
Montana, Wyoming and South
Dakota. As a recognized leader in community banking services
with 28 consecutive years of profitability, First Interstate is
driven by strong family and corporate values, as well as a
commitment to long-term organic growth, exemplary customer service,
exceeding customer expectations through its products and services,
and supporting, with leadership and resources, the communities it
serves.
About Cascade Bancorp and Bank of the
Cascades
Cascade Bancorp (NASDAQ: CACB), headquartered in Bend, Oregon, and its wholly owned subsidiary,
Bank of the Cascades, operates in the Pacific Northwest. Founded in
1977, Bank of the Cascades offers full-service community banking
through 50 branches in Oregon,
Idaho and Washington. The Bank has a business strategy
that focuses on delivering the best in community banking for the
financial well-being of customers and shareholders. It executes its
strategy through the consistent delivery of full relationship
banking focused on attracting and retaining value-driven
customers.
Cautionary Note Regarding Forward Looking Statements
This press release contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Rule 175 promulgated thereunder, and Section 21E of
the Securities Exchange Act of 1934, as amended, and Rule 3b-6
promulgated thereunder, that involve inherent risks and
uncertainties. Any statements about First Interstate's or the
combined company's plans, objectives, expectations, strategies,
beliefs, or future performance or events constitute forward-looking
statements. Such statements are identified as those that include
words or phrases such as "believes," "expects," "anticipates,"
"plans," "trend," "objective," "continue" or similar expressions or
future or conditional verbs such as "will," "would," "should,"
"could," "might," "may" or similar expressions. Forward-looking
statements involve known and unknown risks, uncertainties,
assumptions, estimates and other important factors that could cause
actual results to differ materially from any results, performance
or events expressed or implied by such forward-looking statements.
Such forward-looking statements include but are not limited to
statements about the benefits of the business combination
transaction involving First Interstate and Cascade, including
future financial and operating results, the combined company's
plans, objectives, expectations and intentions, and other
statements that are not historical facts. These forward-looking
statements are subject to risks and uncertainties that may cause
actual results to differ materially from those projected, including
but not limited to the following: the possibility that the merger
does not close when expected or at all because required regulatory,
shareholder or other approvals and other conditions to closing are
not received or satisfied on a timely basis or at all; the risk
that the benefits from the transaction may not be fully realized or
may take longer to realize than expected, including as a result of
changes in general economic and market conditions, interest and
exchange rates, monetary policy, laws and regulations and their
enforcement, and the degree of competition in the geographic and
business areas in which First Interstate and Cascade operate; the
ability to promptly and effectively integrate the businesses of
First Interstate Bank and Cascade; the reaction of the companies'
customers, employees and counterparties to the transaction; and the
diversion of management time on merger-related issues.
These factors are not necessarily all of the factors that could
cause First Interstate's, Cascade's or the combined company's
actual results, performance or achievements to differ materially
from those expressed in or implied by any of the forward-looking
statements. Other unknown or unpredictable factors also could harm
First Interstate's, Cascade's or the combined company's
results.
All forward-looking statements attributable to First Interstate,
Cascade or the combined company or persons acting on First
Interstate's or Cascade's behalf are expressly qualified in their
entirety by the cautionary statements set forth above.
Forward-looking statements speak only as of the date they are made
and First Interstate and Cascade do not undertake or assume any
obligation to update publicly any of these statements to reflect
actual results, new information or future events, changes in
assumptions or changes in other factors affecting forward-looking
statements, except to the extent required by applicable laws. If
First Interstate or Cascade updates one or more forward-looking
statements, no inference should be drawn that First Interstate or
Cascade will make additional updates with respect to those or other
forward-looking statements.
Additional Information About the Merger and Where to Find
it
This communication is being made with respect to the proposed
transaction involving First Interstate and Cascade. This material
is not a solicitation of any vote or approval of the First
Interstate or Cascade shareholders and is not a substitute for the
joint proxy statement/prospectus or any other documents that First
Interstate and Cascade may send to their respective shareholders in
connection with the proposed merger. This communication does not
constitute an offer to sell or the solicitation of an offer to buy
any securities.
In connection with the proposed merger, First Interstate will
file with the Securities and Exchange Commission (the "SEC") a
Registration Statement on Form S-4 that will include a joint proxy
statement of First Interstate and Cascade and a prospectus of First
Interstate, as well as other relevant documents concerning the
proposed merger. Before making any voting or investment
decisions, investors and shareholders are urged to read the
Registration Statement and the joint proxy statement/prospectus
regarding the proposed Merger, as well as any other relevant
documents filed with the SEC and any amendments or supplements to
those documents, because they will contain important
information. Both First Interstate and Cascade will mail
the joint proxy statement/prospectus to their respective
shareholders. Shareholders are also urged to carefully review
and consider each of First Interstate's and Cascade's public
filings with the SEC, including, but not limited to, their Annual
Reports on Form 10-K, their proxy statements, their Quarterly
Reports on Form 10-Q, and their Current Reports on Form 8-K.
Copies of the Registration Statement and joint proxy
statement/prospectus and other filings incorporated by reference
therein, as well as other filings containing information about
First Interstate and Cascade, may be obtained as they become
available at the SEC's Internet site (http://www.sec.gov).
You will also be able to obtain these documents, free of charge,
from First Interstate at www.fibk.com or from Cascade at
www.botc.com.
First Interstate, Cascade and certain of their respective
directors and executive officers, under the SEC's rules, may be
deemed to be participants in the solicitation of proxies of First
Interstate's and Cascades shareholders in connection with the
proposed transaction. Information about the directors and
executive officers of First Interstate and their ownership of First
Interstate common stock is set forth in the proxy statement for
First Interstate's 2016 Annual Meeting of Shareholders, as filed
with the SEC on Schedule 14A on April
4, 2016. Information about the directors and executive
officers of Cascade and their ownership of Cascade common
stock is set forth in the proxy statement for Cascade's 2016 Annual
Meeting of Shareholders, as filed with the SEC on Schedule 14A on
April 13, 2016. Additional
information regarding the interests of those participants and other
persons who may be deemed participants in the transaction may be
obtained by reading the joint proxy statement/prospectus regarding
the proposed merger when it becomes available. Free copies of this
document may be obtained as described in the preceding
paragraph.
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SOURCE Cascade Bancorp