Arvest Bank to Acquire Bear State Financial, Inc.
22 Agosto 2017 - 10:05AM
Business Wire
Bear State Financial, Inc. (“Bear State”) (NASDAQ:BSF), parent
company of Bear State Bank, and Arvest Bank jointly announced today
the signing of a definitive agreement for Arvest Bank to acquire
Bear State in an all-cash transaction valued at approximately $391
million, or $10.28 per share of Bear State common stock.
The agreement and plan of reorganization was unanimously
approved by the boards of directors of each company. The
transaction is expected to close in the fourth quarter of 2017 or
first quarter of 2018 and is subject to customary conditions,
including both regulatory approval and approval by Bear State’s
shareholders.
Clients of Bear State Bank and Arvest Bank will not notice any
immediate changes, and both banks will continue to conduct business
as usual. At a later date, Bear State Bank’s branding will change
to Arvest Bank, with the full conversion of systems expected to
occur in 2018.
DD&F Consulting, Inc. served as a consultant to Bear State
and Raymond James & Associates, Inc. provided a fairness
opinion. Kutak Rock LLP provided legal counsel to Bear State and
Hilburn, Calhoon, Harper, Pruniski & Calhoun, Ltd. and McAfee
& Taft PC provided legal counsel to Arvest.
About Bear State Financial, Inc.
Bear State common stock is traded on the NASDAQ Global Market
under the symbol “BSF.” For more information on Bear State, please
visit www.bearstatefinancial.com. Its principal subsidiary, Bear
State Bank, is a community oriented financial institution providing
a broad line of financial products to individuals and business
customers. Bear State Bank operates 42 branches, three personalized
technology centers equipped with interactive teller machines and
three loan production offices throughout Arkansas, Southwest
Missouri and Southeast Oklahoma.
About Arvest Bank
Arvest Bank, named by Forbes magazine as one of “America’s Best
Large Employers” for 2017, operates more than 250 bank branches in
Arkansas, Oklahoma, Missouri and Kansas through a group of 16
locally managed markets, each with its own local board and
management team. These banks serve customers in more than 120
communities, with extended weekday banking hours at many
locations. Arvest also provides a wide range of banking
services including loans, deposits, treasury management, credit
cards, mortgage loans and mortgage servicing. Arvest is an
Equal Housing Lender and Member FDIC.
Caution About Forward-Looking Statements
This communication contains certain forward-looking information
about future events that is 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. In
some cases, you can identify forward-looking statements by words
such as “may,” “hope,” “will,” “should,” “expect,” “plan,”
“anticipate,” “intend,” “believe,” “estimate,” “predict,”
“potential,” “continue,” “could,” “future” or the negative of those
terms or other words of similar meaning. These forward-looking
statements include, without limitation, statements relating to the
terms and closing of the proposed transaction between Bear State
and Arvest. You should carefully read forward-looking statements,
including statements that contain these words, because they discuss
the future expectations or state other “forward-looking”
information about Bear State and Arvest. A number of important
factors could cause actual results or events to differ materially
from those indicated by such forward-looking statements, many of
which are beyond the parties’ control, including the parties’
ability to consummate the transaction or satisfy the conditions to
the completion of the transaction, including the receipt of
shareholder approval, the receipt of regulatory approvals required
for the transaction on the terms expected or on the anticipated
schedule; the failure of the proposed merger to close for any other
reason; the effect of the announcement of the merger on customer
relationships and operating results (including, without limitation,
difficulties in maintaining relationships with employees or
customers); the diversion of management time on transaction related
issues; general competitive, economic, political and market
conditions and fluctuations; and changes in the regulatory
environment. Bear State and Arvest assume no obligation to update
the information in this communication, except as otherwise required
by law. Readers are cautioned not to place undue reliance on these
forward-looking statements, all of which speak only as of the date
hereof.
Additional Information and Where to Find it
In connection with the transaction described above, Bear State
will file a proxy statement with the Securities and Exchange
Commission (“SEC “). BEAR STATE SHAREHOLDERS ARE ADVISED TO READ
THE PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. The proxy statement will be mailed to Bear
State shareholders and will be available without charge, at the
SEC’s internet website (www.sec.gov). Copies of the proxy statement
can also be obtained, when available, without charge from Bear
State’s website at www.bearstatefinancial.com under the SEC Filings
tab.
Participants in the Solicitation
Bear State and certain of its directors and executive officers
may be deemed to be participants in the solicitation of proxies
from Bear State shareholders in respect of the proposed
transaction. Information about the directors and executive officers
of Bear State is set forth in the proxy statement for Bear State’s
2017 annual meeting of shareholders, as filed with the SEC on
Schedule 14A on April 12, 2017. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the proxy statement and other relevant
materials to be filed with the SEC when they become available.
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version on businesswire.com: http://www.businesswire.com/news/home/20170822005418/en/
Bear State Financial, Inc.Matt Machen, CEO, 501-975-6033
Bear State Financial, Inc. (NASDAQ:BSF)
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