Anchor Bancorp (NASDAQ:ANCB) Files An 8-K Entry into a Material Definitive Agreement

Anchor Bancorp (NASDAQ:ANCB) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01 Entry Into a Material Definitive Agreement.

On April 11, 2017, Washington Federal, Inc., a Washington
corporation (“Washington Federal”), entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with Anchor
Bancorp, a Washington corporation (“Anchor”). The Merger
Agreement provides that, upon the terms and subject to the
conditions set forth therein, Anchor will merge with and into
Washington Federal (the “Merger”), with Washington Federal as
the surviving corporation in the Merger. Immediately after the
effective time of the Merger (the “Effective Time”), Washington
Federal intends to merge Anchor Bank, a wholly-owned subsidiary
of Anchor, with and into Washington Federal, National
Association, a wholly-owned subsidiary of Washington Federal (the
“Bank Merger”), with Washington Federal, National Association
as the surviving institution in the Bank Merger.
Subject to the terms and conditions of the Merger Agreement, at
the Effective Time, each share of the common stock of Anchor
outstanding immediately prior to the Effective Time will be
converted into the right to receive a fraction of a share of the
common stock of Washington Federal. The Washington Federal shares
issued will have an aggregate value of approximately $63.9
million. Each share of Anchor common stock was valued at $25.75.
The exact number of shares to be issued and the exchange ratio
will be determined based upon the average of the volume-weighted
price of Washington Federal common stock for the twenty (20)
trading days ending on the fifth trading day immediately
preceding the closing date, subject to a negotiated collar. All
unvested Anchor restricted stock awards outstanding immediately
prior to the Effective Time will become fully vested and will be
converted into a right to receive the merger consideration
described immediately above, as provided in the Merger Agreement.
The Merger Agreement contains customary representations and
warranties from both Washington Federal and Anchor, and each
party has agreed to customary covenants, including, among others,
covenants relating to (1) the conduct of its business during the
interim period between the execution of the Merger Agreement and
the Effective Time, including, in the case of Anchor, specific
forbearances with respect to its business activities, (2)
Anchor’s obligation to call a meeting of its shareholders to
approve the Merger Agreement, and, subject to certain exceptions,
that its board of directors recommend that Anchor shareholders
vote to approve the Merger Agreement, and (3) Anchor’s
non-solicitation obligations regarding alternative acquisition
The completion of the Merger is subject to customary conditions,
including approval of the Merger Agreement by Anchor’s
shareholders and the receipt of required regulatory approvals.
The Merger is expected to be completed in the third calendar
quarter of 2017.
The Merger Agreement provides certain termination rights for both
Washington Federal and Anchor and further provides that a
termination fee of $2,236,500 will be payable by Anchor upon
termination of the Merger Agreement under certain circumstances.
The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement, which is
hereto as Exhibit 2.1 and is incorporated herein by reference.
The representations, warranties and covenants of each party set
forth in the Merger Agreement have been made only for purposes
of, and were and are solely for the benefit of the parties to,
the Merger Agreement, may be subject to limitations agreed upon
by the contracting parties, including being qualified by
confidential disclosures made for the purposes of allocating
contractual risk between the parties to the Merger Agreement
instead of establishing these matters as facts, and may be
subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors.
Accordingly, the representations and warranties may not describe
the actual state of affairs at the date they were made or at any
other time, and investors should not rely on them as statements
of fact. In addition, such representations and warranties (1)
will not survive the consummation of the Merger, unless otherwise
specified therein, and (2) were made only as of the date of the
Merger Agreement or such other date as is specified in the Merger
Agreement. Moreover, information concerning the subject matter of
the representations and warranties may change after the date of
the Merger Agreement, which subsequent information may or may not
be fully reflected in the parties’ public disclosures.
Accordingly, the Merger Agreement is included with this filing
only to provide investors with information regarding the terms of
the Merger Agreement, and not to provide investors with any other
factual information regarding Washington Federal or Anchor, their
respective affiliates or their respective businesses. The Merger
Agreement should not be read alone, but should instead be read in
conjunction with the other information regarding Washington
Federal, Anchor, their respective affiliates or their respective
businesses, the Merger Agreement and the Merger that will be
contained in, or incorporated by reference into, the Registration
Statement on Form S-4 that will include a proxy
statement/prospectus, as well as in the Forms 10-K, Forms 10-Q
and other documents that each of Washington Federal and Anchor
file with or furnish to the Securities and Exchange Commission
Each director of Anchor has executed a voting agreement with
Washington Federal to which the director has agreed to vote his
or her shares of Anchor common stock in favor of the Merger
Agreement. Each director of Anchor also has executed a
resignation, non-solicitation and confidentiality agreement with
Washington Federal.
Item 8.01 Other Events.
On April 11, 2017, Washington Federal and Anchor issued a joint
press release announcing the execution of the Merger Agreement. 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
Forward Looking Statements
This Current Report on Form 8-K may contain certain
forward-looking statements. Forward-looking statements include
statements regarding anticipated future events and can be
identified by the fact that they do not relate strictly to
historical or current facts. They often include words such as
“believe,” “expect,” “anticipate,” “estimate,” and
“intend” or future or conditional verbs such as “will,”
“would,” “should,” “could,” or “may.” Forward-looking
statements, by their nature, are subject to risks, uncertainties
and contingencies, many of which are difficult to predict and are
generally beyond the control of Washington Federal, Anchor and
the combined company.
A number of important factors could cause actual results to
differ materially from those expressed in, or implied or
projected by, such forward-looking statements. In addition to
factors previously disclosed in reports filed by Washington
Federal and Anchor with the SEC, risks and uncertainties for each
institution and the combined institution include, but are not
limited to, the following factors: the expected cost savings,
synergies and other financial benefits from the merger might not
be realized within the expected time frames or at all;
governmental approval of the merger may not be obtained or
adverse regulatory conditions may be imposed in connection with
governmental approvals of the merger; conditions to the closing
of the merger may not be satisfied; the shareholders of Anchor
may fail to approve the consummation of the merger; the
integration of the combined company, including personnel
changes/retention, might not proceed as planned; and the combined
company might not perform as well as expected. All
forward-looking statements included in this Report are based on
information available at the time of the communication.
Washington Federal and Anchor undertake no obligation to revise
or publicly release any revision or update to these
forward-looking statements to reflect new information, future
events or circumstances or otherwise that occur after the date on
which such statements were made.
Additional Information
In connection with the proposed transaction, Washington Federal
intends to file a registration statement on Form S-4 with the SEC
which will contain 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, 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 December 9, 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
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 9.01 Financial Statements and Exhibits
Agreement and Plan of Merger, dated as of April 11, 2017,
by and between Washington Federal, Inc. and Anchor Bancorp
Joint press release of Washington Federal, Inc. and Anchor
Bancorp dated April 11, 2017.

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.

Anchor Bancorp (NASDAQ:ANCB) Recent Trading Information

Anchor Bancorp (NASDAQ:ANCB) closed its last trading session down -0.05 at 24.75 with 118,896 shares trading hands.

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