Anchor Bancorp (NASDAQ:ANCB) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry Into a Material Definitive Agreement.
On September 27, 2017, Washington Federal, Inc. ("Washington Federal") and Anchor Bancorp ("Anchor") entered into Amendment No. 1 ("Amendment No. 1") to the Agreement and Plan of Merger (the "Merger Agreement") dated as of April 11, 2017 by and between Washington Federal and Anchor. Amendment No. 1 is attached as Exhibit 2.1 to this Report.
Some of the key provisions contained in Amendment No.1 are as follows:
· Washington Federal will provide information to Anchor on Washington Federal's progress in refiling the regulatory applications and obtaining regulatory approvals for the Merger, subject to the limitations contained in applicable law.
· In order for Anchor to have a greater flexibility in retaining employees through the closing of the Merger, Amendment No. 1 provides Anchor with the right to pay retention incentives and to hire replacements for terminated executive officers at increased salaries.
The foregoing description of Amendment No.1 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No.1. Except as explicitly provided in Amendment No.1, the Merger Agreement remains in full force and effect as originally
executed on April 11, 2017. The Merger Agreement as originally entered into is contained in Exhibit 2.1 to the Form 8-K that was filed by Anchor with the Securities and Exchange Commission ("SEC") on April 13, 2017.
Item 8.01 Other Events.
On September 27, 2017, Washington Federal and Anchor issued a joint press release in connection with Amendment No. 1. A copy of the joint press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.
Forward Looking Statements
This Report contains statements about Washington Federal's and Anchor's future that are not statements of historical fact. These statements are "forward-looking statements" for purposes of applicable securities laws, and are based on current information and/or management's good faith belief as to future events. The words "believe," "expect," "anticipate," "project," "should," and similar expressions signify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance. By their nature, forward-looking statements involve inherent risk and uncertainties, which change over time; and actual performance could differ materially from those anticipated by any forward-looking statements. Washington Federal and Anchor undertake no obligation to update or revise any forward-looking statement. In addition to factors previously disclosed in Washington Federal's and Anchor's SEC reports (accessible on the SEC's website at www.sec.gov and on Washington Federal's website at www.washingtonfederal.com and Anchor's website at www.anchornetbank.com), and elsewhere in this Report, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals and meet other closing conditions to the Merger, including approval by Anchor's shareholders, on the expected terms and schedule; the potential delay in closing the Merger beyond the date after which either party can terminate the Merger Agreement; the success, timeliness and cost of Washington Federal's remediation efforts; actions of government authorities; the success, timing and ability to pursue Washington Federal's and Anchor's growth or other business initiatives; and the ability of Washington Federal and Anchor to retain customers and personnel.
In connection with the proposed transaction, Washington Federal has filed a registration statement on Form S-4 with the SEC that contains a proxy statement/prospectus to be distributed to the shareholders of Anchor in connection with their vote on the Merger. Each party will also file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision regarding the transaction, shareholders of Anchor are encouraged to read the registration statement and any other relevant documents filed with the SEC, including the proxy statement/prospectus that will be part of the registration statement, as well as any amendments or supplements to these documents, when they become available, because they will contain important information about the Merger. The final proxy statement/prospectus will be mailed to shareholders of Anchor. Investors and security holders will be able to obtain the documents free of charge at the SEC's website, www.sec.gov. In addition, documents filed with the SEC by Washington
Federal will be available free of charge by accessing Washington Federal's website at www.washingtonfederal.comor by writing Washington Federal at 425 Pike Street, Seattle, WA 98101, Attention: Investor Relations or calling (206) 626-8178, or by writing Anchor at 601 Woodland Square Loop SE, Lacey, WA 98503, Attention: Corporate Secretary or calling (360) 537-1388.
Participants in this Transaction
Washington Federal, Anchor, their directors, executive officers and certain other persons may be deemed to be participants in the solicitation of proxies from Anchor shareholders in favor of the approval of the merger. Information about the directors and executive officers of Washington Federal and their ownership of Washington Federal stock is included in the proxy statement for its 2017 annual meeting of shareholders, which was filed with the SEC on December9, 2016. Information about the directors and executive officers of Anchor and their ownership of Anchor stock is set forth in the proxy statement for its 2016 annual meeting of shareholders, which was filed with the SEC on September 9, 2016, and also will be included in the proxy statement/prospectus for the merger. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the registration statement and the proxy statement/prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.
Item 9.01Financial Statements and Exhibits
Amendment No. 1 dated as of September 27, 2017, to the Agreement and Plan of Merger, dated as of April 11, 2017, by and betweenWashington Federal, Inc. and Anchor Bancorp
Joint press release of Washington Federal, Inc. and Anchor Bancorp dated September 27, 2017.
Anchor Bancorp ExhibitEX-2.1 2 exhibit218k92717.htm EXHIBIT 2.1 Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1 (this “Amendment”) to the Agreement and Plan of Merger dated as of April 11,…To view the full exhibit click
About Anchor Bancorp (NASDAQ:ANCB)
Anchor Bancorp is the bank holding company of Anchor Bank (the Bank). The Bank is a community-based savings bank. As of June 30, 2016, the Bank primarily served Western Washington through its 10 full-service banking offices (including a Wal-Mart in-store location) located within Grays Harbor, Thurston, Lewis, Pierce and Mason counties, and a loan production office located in King County, Washington. It is in the business of attracting deposits from the public and utilizing those deposits to originate loans. The Bank offers a range of loan products. The Bank’s operations include commercial banking services, such as lending activities, deposit products and other cash management services. The Bank offers commercial real estate loans and multi-family loans primarily in Western Washington. The Bank offers various deposit instruments, including checking accounts, money market deposit accounts, savings accounts and certificates of deposit with a range of rates.