Eagle Bancorp Montana entered into letter of intent to acquire Western Holding Company of Wolf Point (WHC) on May 16, 2019. Eagle Bancorp Montana entered into an agreement and plan of merger to acquire Western Bank of Wolf Point for $13.5 million on August 8, 2019. Each outstanding share of WHC common stock will be converted into the right to receive $2,946.51 in cash and 179.4464 shares of Eagle Bancorp common stock. Total consideration consists of 0.39 million common stock of Eagle and $6.5 million in cash. Western Bank, wholly owned subsidiary of Western Holding Company of Wolf Point is expected to merge with and into Opportunity Bank, wholly owned subsidiary of Eagle Bancorp Montana, Inc. with Opportunity Bank surviving and continuing its corporate existence under the name “Opportunity Bank of Montana”. The breaching party will be required to pay the non- breaching party a termination fee of $0.2 million and the merger agreement also provides that Western Holding must pay break-up fee of $0.56 million. Duane Kurokawa, currently President of Western Holding Company of Wolf Point, will lead the new branch efforts in northeastern Montana. Certain executive officers of Western Holding Company and Western Bank will be employed by Opportunity Bank post-merger. The transaction is subject to the approvals of bank regulatory agencies, the shareholders of Western Holding Company of Wolf Point, the quotation and listing of the Eagle common stock to be issued in the merger on the Nasdaq Global Market, the effectiveness of the Registration Statement on Form S-4, dissenting shares shall not represent more than five percent of the outstanding shares of WHC common stock, regulatory approval and other customary closing conditions. The transaction has been approved by the Board of Directors of both Opportunity Bank and Western Holding Company. The Board of Directors for Eagle Bancorp and Western Holding unanimously approved the special meeting of shareholders of Western Holding Company of Wolf Point to be held on November 25, 2019 to approve the transaction. As of December 16, 2019, Eagle Bancorp has received all of the regulatory and shareholder approvals. Montana Division of Banking and Financial Institutions and the Federal Reserve Bank of Minneapolis have approved the transaction. The shareholders of WHC have approved the transaction on special meeting of shareholders held on November 25, 2019. The deal is expected to close during the fourth quarter of 2019. As of December 16, 2019, the transaction is expected to close on January 1, 2020. Raymond J. Gustini and Lloyd H. Spencer of Nixon Peabody LLP acted as legal advisor and Panoramic Capital Advisors, Inc. acted as financial advisor to Eagle Bancorp. Mark C. Dietzen, Scott A. Coleman, April Hamlin, Joshua T. Natzel, and Mark D. Salsbury of Ballard Spahr LLP acted as legal advisor and Vining Sparks IBG, LP acted as financial advisor and fairness opinion provider to Western Holding Company. Computershare, Inc. acted as transfer agent for Eagle Bancorp. Vining Sparks received a fee of $25,000 upon delivery of its opinion. Opportunity Bank of Montana completed the acquisition of Western Holding Company of Wolf Point on January 1, 2020.