Home Commercial book InBank and Legacy Bank announce merger agreement

InBank and Legacy Bank announce merger agreement

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DENVER and WILEY, Col., November 30, 2021 / PRNewswire / – Denver, Coloradobased at InBankshares, Corp (OTCQX: INBC) (the “Company” or “INBC”) and Wiley, ColoradoLegacy Bank (“Legacy”) today announced that it has entered into a definitive merger agreement whereby Legacy will merge with and into InBank, the wholly owned subsidiary of INBC, in a stock and cash transaction .

Founded in 1907 and based in Wiley, Colorado, Legacy is a full-service community bank with approximately $ 497 million in total assets, $ 316 million in gross loans and $ 426 million in deposits at September 30, 2021. Legacy has nine full-service offices serving clients in Colorado Springs, Pueblo, West Pueblo, Canon City, Buena vista, Lamar, and Wiley, Colorado.

INBC is headquartered at Denver, Colorado, and InBank is a full-service commercial bank with $ 705 million in total assets, $ 426 million in gross loans and $ 603 million in deposits at September 30, 2021. After the completion of the merger, the merged bank will have approximately $ 1.2 billion in total assets and serve clients from 19 offices, including 12 full-service offices and two production ready-to-use offices Colorado, and five full-service offices in the north New Mexico.

“We are delighted to announce this partnership which expands our commitment to serve the Colorado Front Range and northern New Mexico markets by adding new and important growth markets to InBank’s footprint, ”said Ed Francois, Chairman of the Board, President and CEO of InBankshares, Corp and InBank. “Legacy brings an experienced team of bankers and has a similar commitment to serving clients to that of InBank. The combination will further leverage our significant investment in people, commercial treasury products and technology while helping to position InBank as the leading local mall. Bank. Legacy is a perfect fit for us geographically, strategically, financially and culturally. The two banks share the same values, the same culture and the same commitment to our customers, our communities and our associates, which should allow a smooth integration.

“Our family looks forward to the strategic partnership and the success that we believe the combined bank will have in the future,” said Dave esgar, Chairman of the Board, President and CEO of Legacy Bank. “Legacy Bank has a long history of serving excellence and giving back to its communities. InBank is the right partner to expand and build on this proud history as a locally managed community bank. “

Pursuant to the merger agreement, which was unanimously approved by the boards of directors of INBC and Legacy, INBC will issue 3,566,387 common shares of INBC and pay $ 21.25 million in cash to the shareholders of Legacy Bank as a whole. Based on the closing price of INBC ordinary shares of $ 9.75 per share on November 29, 2021, the consideration to be paid by INBC is estimated at approximately $ 56.0 million. The actual value of the consideration payable will change due to fluctuations in the price of INBC common shares and is subject to certain potential adjustments as set out in the merger agreement. Prior to the closing of the transaction, Legacy will distribute to its shareholders other property held (OREO) and other assets, and will pay its shareholders a special cash dividend, the amount of which will depend on the tangible ordinary equity of Legacy at closing, net of certain transaction fees paid by the seller.

The Esgar family (Dave esgar and her sister Janet McClure) will hold a significant stake in INBC after Closing and obtain a seat on the board of directors of INBC and InBank. Dave esgar will continue to work with the combined entity to ensure a smooth and successful transition. André Trainor, Regional President of Legacy Bank, will join InBank’s leadership team and help lead a group of talented employees after closing.

The merger is subject to the approval of federal and state bank regulators and shareholders of Legacy and customary closing conditions. The transaction is expected to close in early Q2 2022, with a systems conversion slated for late Q3 2022.

INBC anticipates that the transaction will be considered a tax-free exchange with respect to the equity consideration received by shareholders of Legacy. INBC expects the transaction to be more than 50% accretive to its earnings per share in the first year of combined operations (FY-2023E) with a pro forma return on average assets approaching 1, 0% and a tangible book value of approximately 2.5 years. . Further information on the financial impact of the transaction is available in the investor presentation available at https://www.otcmarkets.com/stock/INBC/disclosure/ or in the Investor Relations section of the INBC website at https://inbank.com/investor-relations/.

“This should be a transformational merger for InBank with the potential to gain significant scale and operating leverage, increase our market capitalization and dramatically improve our profit power,” concluded Ed Francois. “Completing this transaction will help make InBank a strong competitor in the Colorado Front Range banking market and help position us for continued profitable growth.” “

Advisers

In connection with the transaction, Stephens Inc. acted as financial advisor and Otteson Shapiro LLP acted as legal advisor to INBC. Olsen Palmer LLC served as financial advisor and Lewis Roca Rothgerber Christie LLP served as legal advisor to Legacy.

About InBankshares, Corp

InBankshares, Corp is the holding company of InBank, an independent commercial bank serving the Colorado Front Range, southern Colorado and northern New Mexico markets. InBank offers a full suite of commercial, commercial, personal and mortgage banking solutions with a focus on personalized service, technology and local decision making. InBank was built on entrepreneurship and is led by a team of experienced banking professionals committed to the mission of making a positive impact on the lives of its clients, communities and associates. For more information visit www.InBank.com.

About Legacy Bank

Legacy Bank is a private community bank headquartered in Wiley, Colorado. Legacy Bank’s high standards of business practice span 11 decades and four generations of the Esgar family. Legacy aims to positively impact local residents and businesses across the region it serves in the south. Colorado. For more information visit www.elegacybank.com.

Forward-looking statements

This press release contains, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements preceded, followed by, or which include the words “may”, “could,” “Should”, “should”, “believe”, “anticipate”, “estimate”, “expect”, “intend”, “plan”, “projects”, “prospects” or similar expressions . These statements are based on the beliefs and current expectations of the management teams of the Company and Legacy and are subject to significant risks and uncertainties which are subject to change based on various factors (many of which are beyond the control of the Company. Company and Legacy). Although the Company and Legacy believe that the assumptions underlying the forward-looking statements are reasonable, either assumption could prove to be incorrect. Therefore, the Company and Legacy cannot guarantee that the results contemplated in the forward-looking statements will be realized. The inclusion of such forward-looking information should not be construed as a representation by the Company, Legacy or any other person that future events, plans or expectations contemplated by the Company will be realized. Many possible events or factors could affect the future financial results and performance of the Company or Legacy and could cause such results or performance to differ materially from those expressed in forward-looking statements. These risks and uncertainties include, among others: the occurrence of any event, change or other circumstances which could give rise to the right of one or both parties to terminate the merger contract, the outcome of any legal proceedings which could be committed against the Company or Legacy, delays in completing the merger, failure to obtain the necessary regulatory approvals (and the risk that such approvals could result in the imposition of conditions that could adversely affect the combined company or expected benefits of the merger) and shareholder approval or to meet any of the other merger conditions in a timely manner or not at all, the possibility that the expected merger benefits will not materialize as expected or not at all, including due to the impact or problems resulting from the integration of the two companies or due to the strength of the economy and competing factors In the areas in which the Company and Legacy operate, the possibility that the merger may be more costly to achieve than expected, including due to unforeseen factors or events, distraction of the attention of the direction of current business operations and opportunities, potential adverse reactions or changes in business or employee relationships, including those resulting from the announcement or completion of the merger and the Company’s ability to complete well the acquisition and integration of Legacy.

All subsequent written and oral forward-looking statements attributable to the Company, Legacy or any person acting on their behalf are expressly qualified in their entirety by the above cautionary statements. The Company and Legacy do not undertake any obligation to update any forward-looking statements to reflect circumstances or events that occur after the date on which the forward-looking statements are made, except as required by law.

Some of the financial measures included in this press release are not recognized financial performance measures in accordance with generally accepted accounting principles in United States (“GAAP”). These non-GAAP financial measures include “efficiency ratio” and “tangible common stock”. The efficiency ratio is calculated by dividing the non-interest expense by the sum of net interest income and non-interest income, excluding gains on the sale of investment securities. Tangible equity is calculated by subtracting goodwill and base deposit intangible assets from total equity. The Company believes that these non-GAAP financial measures provide management and investors with a more complete understanding of the financial condition and performance of the Company. These non-GAAP financial measures are complementary and do not replace any analysis based on GAAP financial measures. Not all companies use the same calculation of these measures; therefore, this presentation may not be comparable to other measures with the same title as presented by other companies.

SOURCE InBankshares, Corp