FIRST INTERSTATE BANCSYSTEM, INC. (NASDAQ:FIBK) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 9.01 Completion of Acquisition or Disposition of Assets
On August 16, 2018, First Interstate BancSystem, Inc. (the “First Interstate”) completed its previously announced acquisition of Northwest Bancorporation, Inc., a Washington corporation (“Northwest”), to the Agreement and Plan of Merger, dated as of April 25, 2018 (the “Merger Agreement”), by and between First Interstate and Northwest.Under the terms of the Merger Agreement, Northwest merged with and into First Interstate (the “Merger”), with First Interstate being the surviving corporation of the Merger. As a result, First Interstate has acquired Inland Northwest Bank, a Washington commercial bank, as a wholly-owned subsidiary.
Under the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), holders of Northwest common stock became entitled to receive, for each share of Northwest common stock issued and outstanding immediately prior to the Effective Time, 0.516 shares of First Interstate ClassA common stock. No fractional shares of First Interstate Class A common stock were issued in the Merger. Any fractional share of First Interstate common stock will be paid at the rate of $43.29 per share.
At the Effective Time, each outstanding stock purchase warrant to purchase shares of Northwest common stock that was outstanding as of immediately prior to the Effective Time was cancelled and terminated in exchange for a cash payment equal to the product of (1)the number of shares of Northwest common stock subject to the stock purchase warrant multiplied by (2)the amount by which $22.34 exceeded the exercise price of such stock purchase warrant, less applicable withholding taxes. At the Effective Time, each outstanding share of Northwest restricted stock vested and was converted into the right to receive 0.516 shares of First Interstate Class A common stock.
Based on the number of shares of Northwest common stock issued and outstanding immediately prior to the Effective Time, First Interstate is issuing approximately 3.9 million shares of First Interstate Class A common stock in connection with the Merger.
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 was filed as Exhibit2.1 of First Interstate’s Current Report on Form8-K filed on April 26, 2018 and is incorporated herein by reference.
Item 9.01 Other Events
On August 17, 2018, the Company issued a press release announcing the completion of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 9.01.
Press Release dated August 17, 2018.
FIRST INTERSTATE BANCSYSTEM INC ExhibitEX-99.1 2 ex991_inbclosepr.htm EXHIBIT 99.1 Exhibit For Immediate Release First Interstate BancSystem,…To view the full exhibit click
About FIRST INTERSTATE BANCSYSTEM, INC. (NASDAQ:FIBK)
First Interstate BancSystem, Inc. is a financial and bank holding company. The Company, through its bank subsidiary First Interstate Bank (the Bank), delivers a range of banking products and services to individuals, businesses, municipalities and other entities. The Company operates through community banking segment. Its community banking segment provides customers with commercial and consumer banking products and services in its market areas through community service activities. The Company also offers Internet and mobile banking services. In addition to its primary emphasis on commercial and consumer banking services, the Company also offers trust, employee benefit, investment and insurance services through its bank subsidiary. It operates approximately 80 banking offices, including detached drive up facilities, in over 40 communities located in Montana, Wyoming and western South Dakota.