AMES NATIONAL CORPORATION (NASDAQ:ATLO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On April 19, 2018, First National Bank, Ames, Iowa (“First National”), a 50% owned subsidiary of Ames National Corporation, entered into a Stock Purchase Agreement (the “Agreement”) with United Bancorporation (“United”) and Clarke County State Bank (the “Bank”), an Iowa state chartered bank and 50% owned subsidiary of United. The Agreement provides for the purchase by First National from United of 50% of the outstanding stock of the Bank. The Bank, located in Osceola, Iowa, has assets of approximately $111 million, including loans of approximately $78 million and deposit accounts of approximately $99 million. All three bank offices currently operated by the Bank in Osceola, Iowa and in Murray, Iowa will become offices of First National following the closing through a subsequent merger of the Bank into First National. At closing, First National Bank will pay United cash of approximately $15,000,000, subject to certain adjustments based on the financial condition of the Bank (including total equity capital and loan loss reserve) prior to closing. Closing of the transaction is expected to occur during the third quarter of 2018, subject to regulatory approval and other customary closing conditions. A copy of the press release dated April 19, 2018 is attached hereto as Exhibit 99.1.
The Private Securities Litigation Reform Act of 1995 provides Ames National Corporation (the “Company”) with the opportunity to make cautionary statements regarding forward-looking statements contained in this Report, including forward-looking statements concerning the proposed acquisition of Clarke County State Bank (the “Bank”) and the integration of the Bank’s operations in to the Company’s operations and the Company’s future financial performance and asset quality. Any forward-looking statement contained in this Report is based on management’s current beliefs, assumptions and expectations of the Company’s future plans and performance, taking into account all information currently available to management. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to management. If a change occurs, the Company’s plans for the proposed acquisition of the Bank or the Company’s business, financial condition, liquidity, results of operations, asset quality and objectives may vary materially from those expressed in the forward-looking statements. The risks and uncertainties that may affect the Company plans and results include, but are not limited to, the following: the Company’s ability to successfully integrate the Bank’s operations into the Company’s operations on a timely and cost effective basis; economic conditions, particularly in the concentrated geographic area in which the Company and its affiliate banks operate; competitive products and pricing available in the marketplace; changes in credit and other risks posed by the Company’s loan and investment portfolios, including declines in commercial or residential real estate values or changes in the allowance for loan losses dictated by new market conditions or regulatory requirements; fiscal and monetary policies of the U.S. government; changes in governmental regulations affecting financial institutions (including regulatory fees and capitalrequirements);changes in prevailing interest rates; credit risk management and asset/liability management; the financial and securities markets; the availability of and cost associated with sources of liquidity; and other risks and uncertainties inherent in the Company’s business, including those discussed under the heading “Risk Factors” in the Company’s annual report on Form 10-K. Management intends to identify forward-looking statements when using words such as “believe”, “expect”, “intend”, “anticipate”, “estimate”, “should”, “forecasting” or similar expressions. Undue reliance should not be placed on these forward-looking statements. The Company undertakes no obligation to revise or update such forward-looking statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Item 9.01 Financial Statement and Exhibits
(d)The following exhibits are furnished as part of this Report.
|99.1||News Release dated April 19, 2018|
AMES NATIONAL CORP ExhibitEX-99.1 2 ex_110562.htm EXHIBIT 99.1 ex_110562.htm Exhibit 99.1 PRESS RELEASE April 19,…To view the full exhibit click
About AMES NATIONAL CORPORATION (NASDAQ:ATLO)
Ames National Corporation is a bank holding company for five community banks. The Company operates through banking segment. The Company owns approximately 100% of the stock of over five banking subsidiaries consisting of approximately two national banks and over three state-chartered banks. All of the Company’s operations are conducted in the State of Iowa and primarily within the central and north central Iowa counties of Boone, Hancock, Marshall, Polk and Story where the Company’s banking subsidiaries are located. The Banks offer a range of deposit services, including checking accounts, savings accounts and time deposits of various types, ranging from money market accounts to longer-term certificates of deposit. The Banks also offer retirement accounts, such as individual retirement accounts (IRAs). The Banks provide financial products, such as Internet banking and trust services for customers and communities.