EAGLE BANCORP MONTANA, INC. (NASDAQ:EBMT) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets.
Effective January 1, 2020, Eagle Bancorp Montana, Inc., a Delaware corporation (“Eagle”), completed its previously announced merger (the “Merger”) with Western Holding Company of Wolf Point (“WHC”), to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 8, 2019, by and among Eagle, Eagle’s wholly-owned subsidiary, Opportunity Bank of Montana, a Montana chartered commercial bank (“Opportunity Bank”), WHC and WHC’s wholly-owned subsidiary, Western Bank of Wolf Point, a Montana chartered commercial bank (“Western Bank”). At the effective time of the Merger (the “Effective Time”), WHC merged with and into Eagle, with Eagle continuing as the surviving corporation. Immediately following the Effective Time, Western Bank merged with and into Opportunity Bank, with Opportunity Bank surviving and continuing its corporate existence under the name “Opportunity Bank of Montana.”
to the terms and conditions set forth in the Merger Agreement, each outstanding share of WHC common stock prior to the Effective Time was converted into the right to receive (i) 179.44464 shares of Eagle common stock with cash to be paid in lieu of any fractional shares of common stock of Eagle and (ii) $2,946.51 in cash. Each outstanding share of Eagle common stock remains outstanding and is unaffected by the Merger. As a result of the Merger, Eagle will issue approximately [395,858] shares of Eagle common stock and will pay approximately $6.5 million to the former holders of WHC common stock.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On January 2, 2020, Eagle issued a press release announcing the completion of the Merger. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
The information contained in and accompanying this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 hereto) is being furnished to, and not filed with, the Securities and Exchange Commission in accordance with General Instruction B.2 to Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are submitted with this report:
| 2.1 | Agreement and Plan of Merger, dated as of August 8, 2019, by and among Eagle Bancorp Montana, Inc., Opportunity Bank of Montana, Western Holding Company of Wolf Point and Western Bank of Wolf Point (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K, as filed on August 9, 2019). |
| 99.1 | Press release dated January 2, 2020, issued by Eagle Bancorp Montana, Inc. (furnished to Item 7.01 as part of this Current Report on Form 8-K and is not to be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section). |
Eagle Bancorp Montana, Inc. Exhibit
EX-99.1 2 exh_991.htm PRESS RELEASE EdgarFilingEXHIBIT 99.1Eagle Bancorp Montana Completes Acquisition of Western Holding Company of Wolf Point HELENA,…
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About EAGLE BANCORP MONTANA, INC. (NASDAQ:EBMT)
Eagle Bancorp Montana, Inc. is the bank holding company for Opportunity Bank of Montana (the Bank). The Bank is a Montana-chartered commercial bank. The Bank has equity investments in Certified Development Entities, which have received allocations of New Markets Tax Credits (NMTC). The Company offers wealth management services at its locations through financial advisors employed by the Bank. The Bank originates residential mortgages (one- to four-family) and commercial real estate loans, real estate construction loans, home equity loans, consumer loans and commercial loans. The Bank offers a range of deposit accounts, which include certificates of deposit accounts ranging in terms from 90 days to 5 years, as well as, checking, savings and money market accounts. Individual retirement accounts (IRAs) are included in certificates of deposit.