Transaction Highlights:
FS Bancorp, Inc. ("FS Bancorp ") (NASDAQ:FSBW) and Anchor
Bancorp ("Anchor") (NASDAQ:ANCB) announced today the signing of a
definitive merger agreement and plan of merger (the “Agreement”)
whereby FS Bancorp will acquire Anchor in a stock and cash
transaction valued at approximately $77 million. As of March 31,
2018, on a pro forma consolidated basis, the combined company would
have approximately $1.5 billion in assets, $1.2 billion in
deposits, 22 branch offices throughout western Washington, and
eight loan production offices in Washington State.
Anchor, headquartered in Lacey, Washington, is
the parent company of Anchor Bank, with approximately $480 million
in assets as of March 31, 2018, primarily serving Western
Washington through nine full-service banking offices within Grays
Harbor, Thurston, Lewis, and Pierce counties, and one loan
production office located in King County.
Joseph C. Adams, Chief Executive Officer of FS
Bancorp, commented, "We believe Anchor will be an excellent
strategic and cultural fit with our existing franchise. Anchor’s
experienced and professional bankers provide us with a tremendous
financial opportunity in terms of depth of talent with a strong and
diverse customer base. Our shared community banking philosophies
and core values will ensure a seamless transition for our loyal and
valued clients. In addition, this acquisition allows us to enter
new markets further leveraging our operational scale as we continue
to build long-term value for our shareholders, customers,
employees, and the communities we serve.”
Anchor President and Chief Executive Officer,
Jerald L. Shaw, stated, “We are excited to join FS Bancorp and
believe this transaction and the combined company will offer
greater capital resources and an expanded array of products and
services, which we believe will be beneficial to our shareholders,
customers, the communities we serve, and our employees. We are
particularly encouraged by the opportunities that will be created
from this merger.”
Under terms of the Agreement, each share of
Anchor common stock will receive fixed consideration consisting of
0.2921 shares of FS Bancorp common stock and $12.40 per share in
cash. FS Bancorp will pay aggregate consideration of 725,585 shares
of FS Bancorp common stock and $30.8 million in cash. Based on the
10-day volume weighted average closing price of FS Bancorp common
stock of $63.68 on July 13, 2018, the consideration value for
Anchor was $77.0 million, or approximately $31.00 per share.
Giving effect to the merger, Anchor shareholders would hold, in
aggregate, approximately 16% of FS Bancorp’s outstanding common
stock following the merger based on March 31, 2018 reported
data.
FS Bancorp expects the merger to be immediately
accretive to tangible book value per share at closing and accretive
to earnings per share estimates for 2019, excluding one-time
transaction costs. Earnings per share accretion estimates are based
off of consensus street estimates and assume costs savings of
approximately 35% of Anchor’s non-interest expense, with 50% of the
cost savings phased-in during 2019 and 100% phased-in
thereafter.
The boards of directors of FS Bancorp and Anchor
have unanimously approved the proposed merger. The closing of the
merger is expected to occur in the fourth quarter of 2018 or early
in the first quarter of 2019 and is subject to customary closing
conditions, including obtaining approval by Anchor’s shareholders
and bank regulatory authorities.
On July 17, 2018, Washington Federal, Inc.
(“Washington Federal”) and Anchor mutually agreed to terminate
their previously announced Agreement and Plan of Merger dated as of
April 11, 2017, as amended, which provided for the merger of Anchor
with and into Washington Federal, with Washington Federal as the
surviving entity. Jerald L. Shaw commented, “We are disappointed we
will not be able to consummate the transaction with Washington
Federal, but wish to thank the board of directors and management of
Washington Federal for their professionalism as we have worked
through this process. We part with a great deal of respect and wish
Washington Federal continued success.”
Raymond James & Associates, Inc. served as
financial advisor to FS Bancorp in the transaction and delivered a
fairness opinion to the board of directors of FS Bancorp. Keller
Rohrback LLP served as legal counsel to FS Bancorp. Keefe,
Bruyette, & Woods, A Stifel Company, acted as financial advisor
to Anchor and delivered a fairness opinion to its Board of
Directors, and Breyer & Associates PC and Silver, Freedman,
Taff and Tiernan, LLP served as legal counsel to Anchor.
About FS Bancorp, Inc.
FS Bancorp, Inc., a Washington corporation, is
the holding company for 1st Security Bank of Washington. 1st
Security Bank of Washington provides loan and deposit services to
customers who are predominantly small and middle-market businesses
and individuals in western Washington through its 13 bank branches,
including the newly opened Silverdale branch on April 12, 2018, and
seven loan production offices in various suburban communities in
the greater Puget Sound area, and one loan production office in the
market area of the Tri-Cities, Washington. 1st Security Bank of
Washington services home mortgage customers throughout Washington
State with an emphasis in the Puget Sound and Tri-Cities home
lending markets. About Anchor
Bancorp
Anchor Bancorp is headquartered in Lacey,
Washington and is the parent company of Anchor Bank, a
community-based savings bank primarily serving Western Washington
through its nine full-service banking offices within Grays Harbor,
Thurston, Lewis, and Pierce counties, and one loan production
office located in King County, Washington. For more information,
visit the Company's web site www.anchornetbank.com.
Forward-Looking Statements
This press release contains forward-looking
statements regarding FS Bancorp, Anchor, the proposed merger and
the combined company after the close of the transaction that are
intended to be covered by the safe harbor for "forward-looking
statements" provided by the Private Securities Litigation Reform
Act of 1995. All statements other than statements of historical
fact are forward-looking statements. These statements involve
inherent risks, uncertainties and contingencies, many of which are
difficult to predict and are generally beyond the control of FS
Bancorp, Anchor and the combined company. We caution readers that 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 FS Bancorp and Anchor with the
Securities and Exchange Commission (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 communication are based on information available at the time
of the communication. FS Bancorp 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. Annualized, pro forma, projected
and estimated numbers are used for illustrative purposes only, are
not forecasts and may not reflect actual results.
Notice to Anchor
Shareholders
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. In connection with the
proposed transaction, FS Bancorp 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
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 PROPOSED 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 FS Bancorp will be
available free of charge by accessing FS Bancorp's website at
www.FSBWA.com or by writing FS Bancorp at 6920 220th Street SW
Mountlake Terrace, WA 98043, Attention: Investor Relations or
calling (425) 771-5299, or by writing Anchor at 601 Woodland Square
Loop SE, Lacey, WA 98503, Attention: Corporate Secretary or calling
(360) 537-1388.
FS Bancorp, 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 FS Bancorp and their ownership of FS Bancorp
stock is included in the proxy statement for its 2018 annual
meeting of shareholders, which was filed with the SEC on March 28,
2018. Information about the directors and executive officers of
Anchor and their ownership of Anchor stock is set forth in the
proxy statement for its 2017 annual meeting of shareholders, which
was filed with the SEC on November 9, 2017, 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.
Investor Contacts
FS Bancorp, Inc.:Phone: (425) 771-5299
Joseph C. Adams, Chief Executive OfficerMatthew
D. Mullet, Chief Financial Officer
Anchor Bancorp:Phone: (360) 491-2250
Jerald L. Shaw, President and Chief Executive
OfficerTerri L. Degner, Chief Financial Officer
Anchor Bancorp (delisted) (NASDAQ:ANCB)
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