Item 8.01 Other Events.
Additional Disclosure in Response to Threatened Litigation Relating to the Merger
On or about
Solely to avoid the costs, risks, and uncertainties inherent in potential
litigation, and to allow the Company's shareholders to vote on the proposals
required in connection with the proposed Merger at the special meeting of the
Company's shareholders, the Company has agreed to supplement the disclosures
contained in the Proxy Statement/Prospectus ("Additional Disclosures"). The
Additional Disclosures are set forth below and should be read in conjunction
with the Proxy Statement/Prospectus filed by the Company on
The Additional Disclosures moot the disclosure claims asserted in the Demand Letter, and, as a result, the Plaintiff has informed the Company that a lawsuit will not be filed in connection with the claims asserted in the Demand Letter.
The Company and GBCI vigorously deny that they have committed or aided and abetted in the commission of any violation of law or engaged in any of the wrongful acts that were alleged in the Demand Letter, and expressly maintain that, to the extent applicable, they diligently and scrupulously complied with their fiduciary duties and are entering into the agreement to make the Additional Disclosures solely to eliminate the burden and expense of potential litigation, to put the claims that were or could have been asserted to rest, and to avoid any possible delay to the closing of the Merger that might arise from litigation. Nothing in this document shall be deemed an admission of the legal necessity or materiality under any applicable laws for any of the disclosures set forth herein.
SUPPLEMENT TO PROXY STATEMENT/PROSPECTUS
The Company and GBCI have agreed to make the following amended and supplemental disclosures to the Proxy Statement/Prospectus. This supplemental information should be read in conjunction with the Proxy Statement/Prospectus, which should be read in its entirety. Certain terms used but not defined herein have the meanings set forth in the Proxy Statement/Prospectus. Without admitting in any way that the disclosures below are material or otherwise required by law, the Company and GBCI make the following amended and supplemental disclosures:
The following information supplements the AB Selected Companies Analysis
performed by KBW in connection with its opinion, dated
The following information supplements the Glacier Selected Companies Analysis performed by KBW in connection with the KBW Opinion: The low stock price-to-tangible book value per share
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multiple, low stock price-to-LTM EPS multiple, low stock price-to-2021 estimated EPS multiple and low stock price-to-2022 estimated EPS multiple of the selected companies were 1.42x, 14.3x, 12.6x and 14.4x, respectively.
The following information supplements the Selected Transactions Analysis performed by KBW in connection with the KBW Opinion: The low stock price-to-tangible book value per share multiple, low price-to-LTM EPS multiple and low core deposit premium of the selected transactions were 1.15x, 10.9x and 2.2%, respectively. For the nine selected transactions in which consensus "street estimates" for the acquired company were available at announcement, the low stock price-to-Forward EPS multiple of the selected transactions was 12.6x. For the 10 selected transactions involving publicly traded acquired companies, the low one-day market premium of the selected transactions was 0.5%.
The following information supplements the AB Dividend Discount Model Analysis, the Glacier Dividend Discount Model Analysis and the Pro Forma Combined Dividend Discount Model Analysis performed by KBW in connection with the KBW Opinion: The separate ranges of discount rates assumed in these analyses were selected taking into account capital asset pricing model implied cost of capital calculations.
In connection with Glacier's acquisition of
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
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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 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
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 has filed a registration statement on Form S-4/A with the
THE COMPANY AND GBCI URGE INVESTORS AND SECURITY HOLDERS TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH
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THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain these materials and other documents
filed with the
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
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