Item 8.01 Other Events.
On May 18, 2021, Altabancorp™ (the "Company") issued a press release announcing
that the Company and Glacier Bancorp, Inc. ("GBCI") had entered into an Plan and
Agreement of Merger (the "Merger Agreement"), dated as of May 18, 2021, pursuant
to which, on the terms and subject to the conditions set forth in the Merger
Agreement, the Company will merge with and into GBCI (the "Merger"), with GBCI
surviving the Merger. A copy of the press release is attached as Exhibit 99.1
and is incorporated herein by reference into this Item 8.01.
In connection with the announcement of the Merger Agreement, the Company and
GBCI intend to provide supplemental information regarding the proposed
transaction in presentations to analysts and investors. A copy of the investor
presentation is attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
Caution Regarding Forward-Looking Statements
This Current Report may contain forward-looking statements, including, but not
limited to, certain plans, expectations, goals, projections, and statements
about the benefits of the proposed transaction, the plans, objectives,
expectations and intentions of the Company and GBCI, the expected timing of
completion of the transaction, and other statements that are not historical
facts. Such statements are subject to numerous assumptions, risks, and
uncertainties. Statements that do not describe historical or current facts,
including statements about beliefs and expectations, are forward-looking
statements. Forward-looking statements may be identified by words such as
expect, anticipate, believe, intend, estimate, plan, target, goal, or similar
expressions, or future or conditional verbs such as will, may, might, should,
would, could, or similar variations. The forward-looking statements are intended
to be subject to the safe harbor provided by Section 27A of the Securities Act
of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private
Securities Litigation Reform Act of 1995.
While there is no assurance that any list of risks and uncertainties or risk
factors is complete, below are certain factors which could cause actual results
to differ materially from those contained or implied in the forward-looking
statements: (i) changes in general economic, political, or industry conditions;
(ii) the magnitude and duration of the COVID-19 pandemic and its impact on the
global economy and financial market conditions and the business, results of
operations, and financial condition of the Company and GBCI; (iii) uncertainty
in U.S. fiscal and monetary policy, including the interest rate policies of the
Federal Reserve Board; (iv) volatility and disruptions in global capital and
credit markets; (v) movements in interest rates; (vi) reform of LIBOR;
(vii) impacts of existing and increasing governmental regulation and related
costs and liabilities; (viii) the potential existence of significant
deficiencies or material weakness in our internal control over financial
reporting; (ix) increased competition in the markets of the Company and GBCI;
(x) the success, impact, and timing of business strategies of the Company and
GBCI; (xi) the nature, extent, timing, and results of governmental actions,
examinations, reviews, reforms, regulations, and interpretations; (xii) the
failure to obtain necessary regulatory approvals (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); (xiii) the
failure to obtain shareholder approvals or to satisfy any of the other
conditions to the transaction on a timely basis or at all or other delays in
completing the transaction; (xiv) the occurrence of any event, change or other
circumstances that could give rise to the right of one or both of the parties to
terminate the merger agreement; (xv) the outcome of any legal proceedings that
may be instituted against the Company or GBCI; (xvi) the possibility that the
proposed transaction may be less accretive than expected, or may be dilutive,
and the anticipated benefits of the transaction are not realized when expected
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or at all, including as a result of the impact of, or problems arising from, the
integration of the two companies or as a result of the strength of the economy
and competitive factors in the areas where the Company and GBCI do business;
(xvii) the possibility that the transaction may be more expensive to complete
than anticipated, including as a result of unexpected factors or events;
(xviii) diversion of management's attention from ongoing business operations and
opportunities; (xix) potential adverse reactions or changes to business or
employee relationships, including those resulting from the announcement or
completion of the transaction; (xx) the dilution caused by GBCI's issuance of
additional shares of its capital stock in connection with the transaction;
(xxi) the existence of unforeseen liabilities of the Company or GBCI; and
(xxii) other factors that may affect the future results of the Company and
GBCI. Additional factors that could cause results to differ materially from
those described above can be found in the Company's Annual Report on Form 10-K
for the year ended December 31, 2020, as amended, and in its subsequent
Quarterly Reports on Form 10-Q, including in the respective Risk Factors
sections of such reports, as well as in subsequent SEC filings, each of which is
on file with the SEC and available in the "Investor Relations" section of the
Company's website, www.altabancorp.com, under the heading "SEC Filings" and in
other documents the Company files with the SEC, and in GBCI's Annual Report on
Form 10-K for the year ended December 31, 2020 and in its subsequent Quarterly
Reports on Form 10-Q, including in the respective Risk Factors sections of such
reports, as well as in subsequent SEC filings, each of which is on file with and
available in the "Corporate Information" section of GBCI's website,
www.glacierbancorp.com, under the heading "SEC Filings" and in other documents
GBCI files with the SEC.
All forward-looking statements speak only as of the date they are made and are
based on information available at that time. Neither the Company nor GBCI
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.
Additional Information and Where to Find It
This communication is being made in respect of a proposed business combination
involving the Company and GBCI. In connection with the proposed transaction,
GBCI will file with the SEC a Registration Statement on Form S-4 that includes a
preliminary proxy statement of the Company and that will also constitute a
prospectus of GBCI. The information in the preliminary proxy
statement/prospectus when filed may not be complete and may be changed. GBCI may
not sell the common stock referenced in the preliminary proxy
statement/prospectus until the Registration Statement on Form S-4 filed with the
SEC becomes effective. The preliminary proxy statement/prospectus and this
communication are not offers to sell GBCI securities, are not soliciting an
offer to buy GBCI securities in any state where the offer and sale is not
permitted and are not a solicitation of any vote or approval. The definitive
proxy statement/prospectus will be mailed to shareholders of the Company.
THE COMPANY AND GBCI URGE INVESTORS AND SECURITY HOLDERS TO READ THE DEFINITIVE
PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
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Investors and security holders will be able to obtain these materials (when they
are available) and other documents filed with the SEC free of charge at the
SEC's website, www.sec.gov. Copies of documents filed with the SEC by the
Company (when they become available) may be obtained free of charge on the
Company's website at www.altabancorp.com or by directing a written request to
Altabancorp, 1 East Main Street, American Fork, Utah 84003, ATTN: Corporate
Secretary. Copies of documents filed with the SEC by GBCI (when they become
available) may be obtained free of charge on GBCI's website at
www.glacierbancorp.com or by directing a written request to Glacier Bancorp,
Inc., 49 Commons Loop, Kalispell, Montana 59901, ATTN: Corporate Secretary.
Participants in the Solicitation
Each of the Company, GBCI and their respective directors, executive officers and
certain other members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the proposed
transaction. Information regarding these persons who may, under the rules of the
SEC, be considered participants in the solicitation of the Company's
shareholders in connection with the proposed transaction and information
regarding the identity of the participants and their direct or indirect
interests in the transaction, by security holdings or otherwise, will be set
forth in the proxy statement/prospectus described above when filed with the SEC.
Additional information regarding the Company's executive officers and directors
is included in the Company's Amendment No. 1 to its Annual Report on Form 10-K,
which was filed with the SEC on April 29, 2021. Additional information regarding
GBCI's executive officers and directors is included in GBCI's definitive proxy
statement, which was filed with the SEC on March 16, 2021. You can obtain free
copies of these documents using the information in the paragraph immediately
above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release, dated May 18, 2021
99.2 Investor Presentation, dated May 18, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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