WOLVERINE BANCORP, INC. (NASDAQ:WBKC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry into a Material Definitive Agreement |
On June 13, 2017, Wolverine Bancorp, Inc. (Wolverine Bancorp)
entered into an Agreement and Plan of Merger (the Merger
Agreement) with Horizon Bancorp (Horizon), an Indiana
corporation. to the Merger Agreement, Wolverine Bancorp will
merge with and into Horizon, with Horizon as the surviving
corporation (the Merger). Immediately following the Merger,
Wolverine Bank, a federally chartered savings bank and
wholly-owned subsidiary of Wolverine Bancorp, will merge with and
into Horizon Bank, National Association, the wholly-owned
national bank subsidiary of Horizon (Horizon Bank), with Horizon
Bank as the surviving bank. The Merger Agreement is attached as
Exhibit 2.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
The boards of directors of each of Horizon and Wolverine Bancorp
have approved the Merger and the Merger Agreement. Subject to the
approval of the Merger by Wolverine Bancorps shareholders,
regulatory approvals, and other customary closing conditions, the
parties anticipate completing the Merger at the end of the third
or early in the fourth quarter of 2017.
Upon completion of the Merger, each share of common stock of
Wolverine Bancorp will be converted into the right to receive
$14.00 per share in cash and 1.0152 shares of Horizon common
stock. Based on Horizons June 13, 2017 closing price of $27.50
per share as reported on the NASDAQ Global Select Market, the
implied price per share of Wolverine Bancorps common stock would
be $41.92 for an estimated transaction value of $91.8 million.
All of the members of the board of directors and the executive
officers of Wolverine Bancorp and Wolverine Bank, in their
capacity as shareholders, have entered into a voting agreement to
which they have agreed to vote their shares of Wolverine Bancorp
common stock in favor of the approval and adoption of the Merger
Agreement and the Merger. A copy of the voting agreement is
attached to the Merger Agreement and is also included with this
Current Report on Form 8-K as Exhibit 10.1 and incorporated by
reference herein. In addition, to the Merger Agreement and
subject to certain terms and conditions, the board of directors
of Wolverine Bancorp has agreed to recommend the approval and
adoption of the Merger Agreement and the Merger to the Wolverine
Bancorp shareholders and will solicit proxies voting in favor of
the Merger Agreement and Merger from Wolverine Bancorps
shareholders.
The Merger Agreement contains representations, warranties, and
covenants of Wolverine Bancorp and Horizon including, among
others, covenants requiring Wolverine Bancorp (i) to conduct its
business in the ordinary course during the period between the
execution of the Merger Agreement and the effective time of the
Merger or the earlier termination of the Merger Agreement, and
(ii) to refrain from engaging in certain kinds of transactions
during such period. In addition, Wolverine Bancorp has agreed not
to solicit proposals relating to alternative business combination
transactions or, subject to certain exceptions, enter into
discussions or negotiations or provide confidential information
in connection with any proposals for alternative business
combinations.
The Merger Agreement also provides for certain termination rights
for both Horizon and Wolverine Bancorp, and further provides that
upon termination of the Merger Agreement under certain
circumstances, Wolverine Bancorp will be obligated to pay Horizon
a termination fee of $3.539 million. Also, Wolverine Bancorp may
terminate the Merger Agreement if, during the five-day period
following the receipt of all approvals and consents necessary for
consummation of the Merger, both (i) the average daily closing
sales prices of a share of Horizon common stock during the 15
consecutive trading days (counting only days on which shares
actually traded on the NASDAQ Global Select Market) before the
date of receipt of the approvals and consents is less than
$23.02, and (ii) Horizons share price declines by an amount that
is at least 15% greater than the corresponding price decline in
the SNL Small Cap U.S. Bank and Thrift Index.
As referenced above, the consummation of the Merger is subject to
various conditions, including (i) receipt of the requisite
approval of the Merger Agreement and Merger by the shareholders
of Wolverine Bancorp, (ii) receipt of all required regulatory
approvals, (iii) the absence of any law or order prohibiting the
closing of the Merger, (iv) the effectiveness of the registration
statement to be filed by Horizon with the Securities and Exchange
Commission (the SEC) with respect to the Horizon common stock to
be issued in the Merger, and (v) Wolverine Bancorps consolidated
shareholders equity as of the end of the month prior to the
effective time of the Merger, after certain adjustments, must not
be less than $62.8 million. In addition, each partys obligation
to consummate the Merger is subject to certain other conditions,
including the accuracy of the representations and warranties of
the other party and compliance of the other party with its
covenants.
Eric P. Blackhurst, a current director of Wolverine Bancorp, will
be appointed to the boards of directors of Horizon and Horizon
Bank effective as of the closing of the Merger, subject to the
terms of the Merger Agreement.
The foregoing description of the Merger Agreement and the Voting
Agreement is not complete and is qualified in its entirety by
reference to the Merger Agreement and the Voting Agreement, which
are filed as Exhibits 2.1 and 10.1, respectively, and
incorporated by reference.
Cautionary Statement Regarding Representations and
Warranties
The representations, warranties, and covenants contained in the
Merger Agreement were made only for purposes of the Merger
Agreement and as of specific dates, were solely for the benefit
of the parties to the Merger Agreement, and are subject to
limitations agreed upon by the contracting parties, including
being qualified by confidential disclosures exchanged between the
parties in connection with the execution of the Merger Agreement.
The representations and warranties may have been 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. Investors are not third-party beneficiaries under the
Merger Agreement and should not rely on the representations,
warranties, and covenants or any descriptions thereof as
characterizations of the actual state of facts or conditions.
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.
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Item 5.02. |
Departure of Directors or Certain Officers; |
In connection with the execution of the Merger Agreement
discussed in Item 1.01 above, on June 13, 2017, Wolverine
Bancorp, Wolverine Bank, Horizon and Horizon Bank entered into a
mutual termination of employment agreement with each of David H.
Dunn, President and Chief Executive Officer of Wolverine Bancorp,
and Rick A. Rosinski, Chief Operating Officer, Treasurer and
Secretary of Wolverine Bancorp, which provides that each
executives employment agreement will terminate on the closing
date of the Merger and Wolverine Bancorp and/or Wolverine Bank
will make a lump sum cash payment to the executive on the same
date. The amounts payable under the mutual termination of
employment agreements are equal to the following amounts: Mr.
Dunn – $1,037,218; and Mr. Rosinski – $443,830, less applicable
tax withholding, provided, however, that these payments may be
reduced by the minimum amount necessary to avoid adverse tax
consequences under Section 280G of the Internal Revenue Code of
1986, as amended. These payments are also conditioned upon
Messrs. Dunn and Rosinski entering into a release agreement as of
the closing date of the Merger.
The foregoing description of the mutual termination of employment
agreements is qualified in its entirety by reference to the
mutual termination of employment agreements attached hereto as
Exhibits 10.2 and 10.3 of this Current Report on Form 8-K, and is
incorporated by reference into this Item 5.02.
Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking
statements regarding the financial performance, business
prospects, growth and operating strategies of Wolverine Bancorp
and Horizon. For these statements, Wolverine Bancorp and Horizon
claim the protections of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform
Act of 1995. Statements in this communication should be
considered in conjunction with the other information available
about Wolverine Bancorp and Horizon, including the information in
the filings each make with the SEC. Forward-looking statements
provide current expectations or forecasts of future events and
are not guarantees of future performance. The forward-looking
statements are based on managements expectations and are subject
to a number of risks and uncertainties. Forward-looking
statements are typically identified by using words such as
anticipate, estimate, project, intend, plan, believe, will and
similar expressions in connection with any discussion of future
operating or financial performance.
Although management believes that the expectations reflected in
such forward-looking statements are reasonable, actual results
may differ materially from those expressed or implied in such
statements. Risks and uncertainties that could cause actual
results to differ materially include risk factors relating to the
banking industry and the other factors detailed from time to time
in Horizons and Wolverine Bancorps reports filed with the
Securities and Exchange Commission, including those described in
their Forms 10-K and the following: the possibility that the
Merger does not close when expected or at all because required
regulatory, shareholder or other approvals and other conditions
to closing are not received or satisfied on a timely basis or at
all; the risk that the benefits from the transaction may not be
fully realized or may take longer to realize than expected,
including as a result of changes in general economic and market
conditions, interest and exchange rates, monetary policy, laws
and regulations and their enforcement, and the degree of
competition in the geographic and business areas in which Horizon
and Wolverine Bancorp operate; the ability to promptly and
effectively integrate the businesses of Horizon Bank and
Wolverine Bank; the reaction of the companies customers,
employees and counterparties to the transaction; and the
diversion of management time on Merger-related issues. Undue
reliance should not be placed on the forward-looking statements,
which speak only as of the date hereof. Wolverine Bancorp does
not undertake, and specifically disclaims any obligation, to
publicly release the result of any revisions that may be made to
update any forward-looking statement to reflect the events or
circumstances after the date on which the forward-looking
statement is made, or reflect the occurrence of unanticipated
events, except to the extent required by law.
Important Additional Information for Shareholders and
Where to Find It
This communication is being made with respect to the proposed
transaction involving Horizon and Wolverine Bancorp. This
material is not a solicitation to vote or approval of the
Wolverine Bancorp shareholders and is not a substitute for the
proxy statement/prospectus or any other documents that Wolverine
Bancorp may send to its shareholders in connection with the
proposed Merger.
In connection with the proposed Merger, Horizon will file with
the SEC a Registration Statement on Form S-4 that will include a
Proxy Statement of Wolverine Bancorp and a Prospectus of Horizon
(the Proxy Statement/Prospectus), as well as other relevant
documents concerning the proposed transaction. SHAREHOLDERS AND
INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION.
The Proxy Statement/Prospectus and other relevant materials (when
they become available), and any other documents Horizon and
Wolverine Bancorp have filed with the SEC, may be obtained free
of charge at the SECs website at www.sec.gov. In addition,
investors and security holders may obtain copies of these
documents, free of charge, from Horizon at www.horizonbank.com
under the tab About Us Investor Relations Documents SEC Filings
and from Wolverine Bancorp at www.wolverinebank.com under the tab
Investor Relations SEC Filings. Alternatively, these documents,
when available, can be obtained free of charge from Horizon upon
written request to Horizon Bancorp, Attn: Dona Lucker,
Shareholder Relations Officer, 515 Franklin Square, Michigan
City, Indiana 46360, or by calling (219) 874-9272, or from
Wolverine Bancorp upon written request to upon written request to
Wolverine Bancorp, Inc., attention: Rick A. Rosinski, Chief
Operating Officer, 5710 Eastman Avenue, Midland, Michigan 48460
or by calling (989) 631-4280. The information available through
Horizons and Wolverine Bancorps websites is not and shall not be
deemed part of this Current Report on Form 8-K or incorporated by
reference into other filings Horizon or Wolverine Bancorp makes
with the SEC.
Horizon and Wolverine Bancorp and certain of their directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Wolverine
Bancorp in connection with the proposed Merger. Information about
the directors and executive officers of Horizon is set forth in
Horizons Annual Report on Form 10-K filed with the SEC on
February 28, 2017, and in the proxy statement for Horizons 2017
annual meeting of shareholders, as filed with the SEC on March
17, 2017. Information about the directors and executive officers
of Wolverine Bancorp is set forth in Wolverine Bancorps Annual
Report on Form 10-K filed with the SEC on March 31, 2017, and in
the proxy statement for Wolverine Bancorps 2017 annual meeting of
shareholders, as filed with the SEC on April 17, 2017. Additional
information regarding the interests of these participants and any
other persons who may be deemed participants in the transaction
may be obtained by reading 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.
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Item 9.01. |
Financial Statements and |
(a)Financial Statements of Businesses Acquired. Not applicable
(b)Pro Forma Financial Information. Not Applicable
(c)Shell Company Transactions. Not Applicable
(d)Exhibits:
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Exhibit No. |
Description |
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2.1* |
Agreement and Plan of Merger by and among Horizon Bancorp |
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10.1 |
Voting Agreement dated June 13, 2017 |
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10.2 |
Termination of Employment Agreement, dated June 13, 2017, |
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10.3 |
Termination of Employment Agreement, dated June 13, 2017, |
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* |
Wolverine Bancorp has omitted schedules and similar |
Wolverine Bancorp, Inc. ExhibitEX-2.1 2 ex2-1.htm EXHIBIT 2.1 ex2-1.htm Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER BY AND BETWEEN HORIZON BANCORP AND WOLVERINE BANCORP,…To view the full exhibit click here About WOLVERINE BANCORP, INC. (NASDAQ:WBKC)
Wolverine Bancorp, Inc. is a savings and loan holding company of Wolverine Bank (the Bank), which is a subsidiary of the Company. The Bank is a federally chartered savings bank. The Bank is engaged in providing financial services primarily to individuals, families and businesses in the Great Lakes Bay Region of Michigan and to a lesser extent across Michigan through over two banking offices located in Midland, Michigan, and through its banking office in Frankenmuth, which is located in Saginaw County. Its business consists of taking deposits from the general public and investing those deposits, together with funds generated from operations and borrowings, in commercial real estate loans, including multi-family loans and land loans, one- to four-family residential mortgage loans, and home equity loans and lines of credit. It offers alternative banking delivery systems, including automated teller machines, remote deposit capture, telephone banking and mobile banking delivery systems.