North Central Bancshares (FFFD), Great Western Bancorp, 150 Inc. Announce Merger Agreement
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On March 12, 2012, North Central Bancshares, Inc. (Nasdaq: FFFD) entered into a Merger Agreement with Great Western Bancorporation, Inc., an Iowa Corporation, and 150, Inc. an Iowa corporation and newly-formed direct wholly-owned subsidiary of Great Western.
Under the terms of the Merger Agreement, and subject to the terms and conditions thereof, 150 will merge with and into North Central, which shall be the surviving corporation in such merger, and be wholly-owned by Great Western as the result of such merger.
Subject to certain conditions contained in the Merger Agreement, upon effectiveness of the Merger, each issued and outstanding share of common stock of North Central will be converted into the right to receive $30.58 per share in cash, representing a premium of approximately 39% over North Central’s closing price on March 12, 2012. The aggregate consideration that the shareholders of North Central Bancshares, Inc. will receive as a result of the Merger is approximately $41.5 million.
In accordance with the terms of the Merger Agreement, North Central and its advisors are permitted to solicit and consider acquisition proposals from third parties through April 12, 2012. It is not anticipated that any developments will be disclosed with regard to this process unless North Central’s Board of Directors accepts an alternative superior acquisition proposal in accordance with the terms of the Merger Agreement. There can be no assurance that the solicitation of proposals will result in any such alternative transaction.
The Merger Agreement also provides that in connection with the termination of the Merger Agreement, under specified circumstances North Central may be required to reimburse Great Western for certain of its fees and expenses and to pay Great Western a termination fee equal to $830,000 or $1,660,000, depending on the circumstances at the time of termination.
Under the terms of the Merger Agreement, and subject to the terms and conditions thereof, 150 will merge with and into North Central, which shall be the surviving corporation in such merger, and be wholly-owned by Great Western as the result of such merger.
Subject to certain conditions contained in the Merger Agreement, upon effectiveness of the Merger, each issued and outstanding share of common stock of North Central will be converted into the right to receive $30.58 per share in cash, representing a premium of approximately 39% over North Central’s closing price on March 12, 2012. The aggregate consideration that the shareholders of North Central Bancshares, Inc. will receive as a result of the Merger is approximately $41.5 million.
In accordance with the terms of the Merger Agreement, North Central and its advisors are permitted to solicit and consider acquisition proposals from third parties through April 12, 2012. It is not anticipated that any developments will be disclosed with regard to this process unless North Central’s Board of Directors accepts an alternative superior acquisition proposal in accordance with the terms of the Merger Agreement. There can be no assurance that the solicitation of proposals will result in any such alternative transaction.
The Merger Agreement also provides that in connection with the termination of the Merger Agreement, under specified circumstances North Central may be required to reimburse Great Western for certain of its fees and expenses and to pay Great Western a termination fee equal to $830,000 or $1,660,000, depending on the circumstances at the time of termination.
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