EAGLE BANCORP MONTANA, INC. Item 8.01 Other Events
As previously reported, onSeptember 30, 2021 ,Eagle Bancorp Montana, Inc. ("Eagle") and Eagle's wholly-owned subsidiary,Opportunity Bank of Montana , aMontana chartered commercial bank ("Opportunity Bank "), entered into an Agreement and Plan of Merger (the "Merger Agreement") withFirst Community Bancorp, Inc. , aMontana corporation ("FCB"), and FCB's wholly-owned subsidiary,First Community Bank , aMontana chartered commercial bank. The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, FCB will merge with and into Eagle, with Eagle continuing as the surviving corporation (the "Merger"). Immediately following the effective time of the Merger,First Community Bank is expected to merge with and intoOpportunity Bank (together with the Merger, the "Transaction"), withOpportunity Bank surviving and continuing its corporate existence under the name "Opportunity Bank of Montana ." The Merger Agreement was unanimously approved by the board of directors of each of Eagle and FCB. In connection with the proposed merger, Eagle filed with theSecurities and Exchange Commission (the "SEC") a registration statement on Form S-4 containing a joint proxy statement/prospectus, as amended, and filed a definitive joint proxy statement/prospectus with theSEC datedDecember 22, 2021 (the "joint proxy statement/prospectus"), which Eagle and FCB first mailed to their respective shareholders on or aboutDecember 23, 2021 . Following the announcement of the merger agreement, as of the date of this Current Report on Form 8-K, Eagle received demand letters from counsel representing individual shareholders of Eagle (the "Demand Letters"). The Demand Letters each allege, among other things, that Eagle caused a materially incomplete and misleading joint proxy statement/prospectus relating to the proposed merger to be filed with theSEC in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule 14a-9 promulgated thereunder and/or in breach of their fiduciary obligations under state law. Eagle believes that the claims asserted in the Demand Letters are without merit and supplemental disclosures are not required or necessary under applicable laws. However, in order to avoid the risk that the Demand Letters delay or otherwise adversely affect the merger, and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, Eagle has agreed to supplement the joint proxy statement/prospectus as described in this Current Report on Form 8-K. Eagle denies that it has violated any laws or breached any duties to Eagle's stockholders. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Eagle specifically denies all allegations in the Demand Letters that any additional disclosure was or is required.
Supplemental Disclosures to Joint Proxy Statement/Prospectus in Connection with the Demand Letters
The additional disclosures (the "supplemental disclosures") in this Current
Report on Form 8-K supplement the disclosures contained in the joint proxy
statement/prospectus and should be read in conjunction with the disclosures
contained in the joint proxy statement/prospectus, which should be read in its
entirety. To the extent that information set forth in the supplemental
disclosures differs from or updates information contained in the joint proxy
statement/prospectus, the information in this Current Report on Form 8-K shall
supersede or supplement the information contained in the joint proxy
statement/prospectus. All page references are to the joint proxy
statement/prospectus and terms used but not otherwise defined herein shall have
the meanings ascribed to such terms in the joint proxy statement/prospectus.
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--------------------------------------------------------------------------------1. The following disclosure is added after the "Note" on the top of page 51 of
the joint proxy statement/prospectus under the subsection entitled "Eagle
Comparable Companies Analysis":
Financial Condition and Performance Market Performance Multiples
Price Price Price /
Loans / NPAs / Net Interest Cost of Effic. Stock Price Mkt. Cap. Change Change Price / 2021E Price / 2022E TBV Per
Company Name Ticker State Assets ($MM) Deposit Assets TCE Ratio Margin Deposits Ratio PTPP ROAA ROAA ROATCE (9/29/21) ($MM) (LTM) (YTD) Price / LTM EPS EPS (1) EPS (1) Share Dividend Yield
Alerus Financial
Corporation ALRS ND $ 3,157.2 67.7 % 0.25 % 9.36 % 2.88 % 0.14 % 71.5 % 2.12 % 1.50 % 17.37 % $ 30.27 $ 520.7 57.9 % 10.6 % 9.6x 12.3x 15.5x 179.2 % 2.11 %
FS Bancorp, Inc. FSBW WA $ 2,222.6 90.0 % 0.28 % 10.61 % 4.09 % 0.41 % 64.3 %
1.96 % 1.58 % 14.81 %
8.5x 11.1x 122.0 % 1.63 %
First Western
Financial, Inc. MYFW CO $ 2,009.3 93.6 % 0.16 % 7.24 % 3.01 % 0.20 % 65.4 %
1.71 % 1.22 % 17.79 %
10.2x 10.9x 158.0 % -
Coastal Financial
Corporation CCB WA $ 2,007.1 92.0 % 0.03 % 7.68 % 3.70 % 0.14 % 58.7 % 1.62 % 1.36 % 18.55 % $ 33.03 $ 396.7 162.1 % 57.3 % 18.7x 18.0x 16.0x 257.4 % -
First Northwest
Bancorp FNWB WA $ 1,787.4 87.5 % 0.10 % 10.56 % 3.34 % 0.23 % 78.2 %
0.62 % 0.69 % 6.46 %
95.7 % 1.36 % Timberland Bancorp, Inc. TSBK WA$ 1,740.5 66.7 % 0.14 % 10.85 % 3.22 % 0.18 % 49.4 %
2.07 % 1.63 % 15.44 %
NA NA 127.3 % 2.95 %
Riverview
Bancorp, Inc. RVSB WA $ 1,617.0 63.0 % 0.02 % 8.14 % 3.07 % 0.13 % 61.4 %
1.35 % 1.46 % 18.16 %
126.3 % 3.00 % First Financial Northwest, Inc. FFNW WA$ 1,430.7 96.7 % 0.03 % 11.19 % 3.36 % 0.68 % 66.9 %
1.15 % 1.07 % 9.64 %
98.8 % 2.69 % Sound Financial Bancorp, Inc. SFBC WA$ 923.2 79.5 % 0.23 % 9.61 % 3.36 % 0.44 % 66.1 %
1.33 % 0.98 % 10.23 %
NA NA 130.6 % 1.53 %
(1) Earnings per share estimates based on publicly available consensus Street
estimates
Source: S&P Capital IQ Pro
2. The following disclosure is added after the "Note" on the top of page 52 of
the joint proxy statement/prospectus under the subsection entitled "FCB
Comparable Companies Analysis":
Financial Condition and Performance Market Performance Multiples
Price Price Price /
Loans / NPAs / Net Interest Cost of Effic. Stock Price Mkt. Cap. Change Change Price / TBV Per
Company Name Ticker State Assets
($MM) Deposit Assets TCE Ratio Margin Deposits Ratio PTPP ROAA ROAA ROATCE (9/29/21) ($MM) (LTM) (YTD) LTM EPS Share
WA $ 579.9 92.8 % 2.23 % 6.98 % 3.60 % 0.55 % 59.9 % 1.68 % 1.01 % 13.96 % $ 10.00 $ 65.8 60.0 % 60.0 % 12.3x 162.5 % -
Commencement Bancorp Inc. CBWA WA $ 561.8 76.6 % 0.57 % 9.28 % 3.57 % 0.30 % 53.7 % 1.63 % -0.04 % -0.40 % $ 13.30 $ 55.8 36.4 % 17.1 % 13.8x 107.2 % -
Solera National Bancorp, Inc. SLRK CO $ 532.0 90.3 % 1.28 % 10.18 % 3.88 %
0.18 % 35.1 % 2.62 % 2.26 % 23.78 %
89.7 % -
Savi Financial Corporation, Inc. SVVB WA $ 469.0 83.5 % 0.66 % 7.83 % 4.01 %
0.31 % 69.0 % 1.40 % 1.08 % 14.00 %
93.1 % -
Lewis & Clark Bancorp LWCL OR $ 437.2 60.5 % 0.92 % 8.22 % 3.24 %
0.28 % 62.8 % 1.26 % 0.96 % 11.57 %
104.8 % 0.88 %
U & I Financial Corp. UNIF WA $ 417.1 80.2 % 0.15 % 14.99 % 4.55 %
0.21 % 49.8 % 2.84 % 2.29 % 14.65 %
89.2 % -
High Country Bancorp, Inc. HCBC CO $ 404.1 78.9 % 0.43 % 9.41 % 4.47 %
0.11 % 69.0 % 1.65 % 1.57 % 16.55 %
122.4 % 2.25 %
Oregon Bancorp, Inc. ORBN OR $ 376.6 78.3 % 0.22 % 18.07 % 3.72 % 0.39 % 68.3 % 7.69 % 5.78 % 33.18 % $ 45.00 $ 105.3 44.0 % -7.7 % NM 159.5 % -
Pacific West Bank PWBO OR $ 284.0 83.9 % 0.01 % 12.09 % 2.89 % 0.22 % 81.0 % 0.55 % 0.45 % 2.85 % $ 14.10 $ 37.5 41.0 % 29.1 % NM 109.1 % -
Denver Bankshares, Inc. DNVB CO $ 277.7 59.2 % 0.04 % 8.99 % 3.12 % 0.19 % 82.8 % 0.53 % 0.55 % 6.08 % $ 245.00 $ 18.6 22.5 % 22.5 % 12.9x 82.0 % 4.90 %
Coeur d'Alene Bancorp, Inc. CDAB ID $ 235.2 41.9 % 0.13 % 11.14 % 2.46 % 0.10 % 67.7 % 0.95 % 0.74 % 7.01 % $ 11.50 $ 21.7 27.8 % 21.1 % 12.4x 102.1 % -
Source: S&P Capital IQ Pro
3. The following disclosure is added after the last table and corresponding
footnote on page 53 of the joint proxy statement/prospectus under the
subsection entitled "Precedent Transactions Analysis":
Northern Rockies Transactions
Financial Condition and Performance
Transaction Multiples
Tangible
Book
Premium /
. . .
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document
Cautionary Notice Regarding Forward-Looking Statements
This current report on Form 8-K contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 (the "Securities Act") and
Section 21E of the Exchange Act, and is intended to be protected by the safe
harbor provided by the same. Forward-looking statements are based on current
expectations, estimates and projections about Eagle's and FCB's businesses,
beliefs of FCB's and Eagle's management and assumptions made by Eagle and FCB
management. Any statement that does not describe historical or current facts is
a forward-looking statement, including statements regarding the expected timing,
completion and effects of the proposed transactions and Eagle's and FCB's
expected financial results, prospects, targets, goals and outlook.
Forward-looking statements are typically identified by words such as "believe,"
"expect," "anticipate," "intend," "target," "estimate," "continue," "positions,"
"prospects" or "potential," by future conditional verbs such as "will," "would,"
"should," "could," or "may," or by variations of such words or by similar
expressions. These statements are not guarantees of future performance and
involve certain risks, uncertainties and assumptions ("Future Factors") which
are difficult to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in such forward-looking
statements.
Future factors include, but are not limited to, the following: the occurrence of
any event, change or other circumstances that could give rise to the rights of
one or both of the parties to terminate the Merger Agreement; failure to obtain
the approval of shareholders of Eagle or FCB in connection with the proposed
merger; the timing to consummate the proposed merger; the risk that a condition
to closing of the proposed merger may not be satisfied; the risk that a
regulatory approval that may be required for the proposed merger is not obtained
and the risk that such approvals may result in the imposition of conditions that
could adversely affect the combined company or the expected benefits of the
transaction; the parties' ability to achieve the synergies and value creation
contemplated by the proposed merger; the parties' ability to promptly and
effectively integrate the businesses of Eagle and FCB, including unexpected
transaction costs, including the costs of integrating operations, severance,
professional fees and other expenses; the risk that any arrangements relating to
the proposed combination could have adverse effects on the market price of the
common stock of Eagle; the outcome of any legal proceedings that may be
instituted against Eagle or FCB; the diversion of management time on issues
related to the merger; the failure to consummate or any delay in consummating
the proposed merger for other reasons; changes in laws or regulations; the risks
of customer and employee loss and business disruption, including, without
limitation, as the result of difficulties in maintaining relationships with
employees; increased competitive pressures and solicitations of customers and
employees by competitors; the difficulties and risks inherent with entering new
markets; and changes in general economic conditions. For additional information
concerning factors that could cause actual conditions, events or results to
materially differ from those described in the forward-looking statements, please
refer to the factors set forth under the headings "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Eagle's most recent Form 10K report and to Eagle's most recent
Form 8K reports, which are available online at www.sec.gov. No assurances can
be given that any of the events anticipated by the forward-looking statements
will transpire or occur, or if any of them do so, what impact they will have on
the results of operations or financial condition of Eagle, FCB or, if the Merger
is consummated, the combined company.
All forward-looking statements speak only as of the date they are made and are
based on information available at that time. Neither Eagle nor FCB assumes any
obligation to update forward-looking statements to reflect circumstances or
events that occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required by federal
securities laws. As forward-looking statements involve significant risks and
uncertainties, caution should be exercised against placing undue reliance on
such statements.
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--------------------------------------------------------------------------------Additional Information and Where to Find It
In connection with the proposed transaction, Eagle has filed with theSEC a Registration Statement on Form S-4 that includes a joint proxy statement of Eagle and FCB and a prospectus of Eagle. The registration statement on Form S-4, as amended, was declared effective by theSEC onDecember 22, 2021 , and Eagle and FCB mailed the definitive joint proxy statement/prospectus to their respective shareholders on or aboutDecember 23, 2021 . The proposed transaction involving Eagle and FCB will be submitted to Eagle's shareholders and FCB's shareholders for their consideration onJanuary 26, 2022 . This communication (including the documents referred to herein) 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. WE URGE INVESTORS AND SHAREHOLDERS OF EAGLE AND FCB TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS, AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders can obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about Eagle, without charge, at theSEC's website (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the filings with theSEC incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request toChantelle Nash , Corporate Secretary,Eagle Bancorp Montana, Inc. ,1400 Prospect Avenue ,Helena, Montana 59601, (406) 442-3080.
Participants in the Solicitation
Eagle, FCB, 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 Merger. Information about the directors and executive officers of Eagle is set forth in its proxy statement for its 2021 annual meeting of shareholders, which was filed with theSEC onMarch 10, 2021 and its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint proxy statement/prospectus and other relevant materials filed with theSEC . Free copies of this document may be obtained as described in the preceding paragraph. 7
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