Denver-based Centennial Bank and Trust, a wholly-owned subsidiary of Heartland Financial USA, Inc. (“Heartland”) (NASDAQ: HTLF), and Aurora-based Citywide Banks, a wholly-owned subsidiary of Citywide Banks of Colorado, Inc. (“Citywide”), jointly announced today that Heartland has completed its acquisition of Citywide. Based on Heartland’s closing stock price of $47.45 per share as of July 7, 2017, the aggregate merger consideration is valued at approximately $211.2 million. The merger consideration is approximately $216.75 per share of Citywide common stock, with Citywide shareholders receiving $60.16 in cash and 3.30 shares of Heartland common stock for each share of Citywide common stock, subject to certain “hold-back” provisions of the merger agreement between Heartland and Citywide relating to the cash portion of the merger consideration. Heartland expects the transaction to be accretive to earnings per share in the first full year following systems integration, which is planned for the fourth quarter of 2017.
Immediately following the closing of the merger between Heartland and Citywide, Citywide Banks was merged into Centennial Bank and Trust, which adopted the “Citywide Banks” name. Kevin G. Quinn, formerly President and CEO of Citywide Banks, will lead the combined Citywide Banks organization as President and CEO. Kevin W. Ahern will remain Chairman of the Board of the combined entity, and James A. Basey, formerly CEO of Centennial Bank and Trust, will serve as Vice-Chairman of its Board. Martin J. Schmitz, formerly Chairman of the Board of Citywide, has been appointed to the Board of the combined organization.
As of June 30, 2017, Citywide Banks had assets of approximately $1.4 billion, net loans outstanding of $1.0 billion and deposits of $1.2 billion. The combination of Citywide Banks and Centennial Bank and Trust will create Heartland’s largest bank subsidiary with assets of approximately $2.3 billion in one of the country’s best growth markets. The combined organization will serve clients from more than 25 Colorado banking centers.
Mr. Quinn said “We are excited about the opportunity to expand our team, services, and commitment to Colorado. Our combined local expertise and the expanded products and services provided by Heartland will allow us to be even more competitive in the economically strong and rapidly growing Colorado market.”
Mr. Ahern said, “Citywide Banks and Centennial Bank and Trust share a common focus of providing excellent service to our customers and leadership for our communities. We have retained Citywide’s heritage as a locally-managed community bank, expanded its footprint, and increased its lending capacity. We expect this new combined entity will quickly add value to our customers and communities and to Heartland’s stockholders.”
Sandler O’Neill + Partners, L.P. served as financial advisor to Citywide and issued a fairness opinion to the Citywide Board. Shapiro Bieging Barber Otteson LLP served as Citywide’s legal advisor. Panoramic Capital Advisors Inc. and Raymond James & Associates, Inc. served as financial advisors to Heartland, and Dorsey & Whitney LLP served as Heartland’s legal advisor.
About Citywide Banks
Citywide Banks, the entity resulting from the combination of Citywide Banks and Centennial Bank and Trust, is a subsidiary of Heartland Financial USA, Inc. (NASDAQ: HTLF). Citywide Banks is a state-chartered, community-invested bank with assets of approximately $2.3 billion and banking centers located across Colorado's Front Range, Foothills and Mountain communities. Citywide Banks is committed to delivering responsive service, local expertise, and comprehensive financial tools for Colorado businesses and families. For more than 50 years, Citywide Banks has been dedicated to finding ways it can impact its local community and to move Colorado forward. Visit www.citywidebanks.com to learn more. Citywide Banks is a member FDIC and an Equal Housing Lender.
About Heartland Financial USA, Inc.
Heartland is a diversified financial services company with assets exceeding $9.5 billion. The Company provides banking, mortgage, private client, investment, treasury management, card services, insurance, and consumer finance services to individuals and businesses. Heartland currently has 121 banking locations serving 88 communities in Iowa, Illinois, Wisconsin, New Mexico, Arizona, Montana, Colorado, Minnesota, Kansas, Missouri, Texas and California. Additional information about Heartland is available at www.htlf.com.
Safe Harbor Statement
This release, and future oral and written statements of Heartland and its management, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Heartland’s financial condition, results of operations, plans, objectives, future performance and business. Although these forward-looking statements are based upon the beliefs, expectations and assumptions of Heartland’s management, there are a number of factors, many of which are beyond the ability of management to control or predict, that could cause actual results to differ materially from those in its forward-looking statements. These factors, which are detailed in the risk factors included in Heartland’s Annual Report on Form 10 K filed with the Securities and Exchange Commission, include, among others: (i) the strength of the local and national economy; (ii) the economic impact of past and any future terrorist threats and attacks and any acts of war, (iii) changes in state and federal laws, regulations and governmental policies concerning the Company’s general business; (iv) changes in interest rates and prepayment rates of the Company’s assets; (v) increased competition in the financial services sector and the inability to attract new customers; (vi) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (vii) the loss of key executives or employees; (viii) changes in consumer spending; (ix) unexpected results of acquisitions; (x) unexpected outcomes of existing or new litigation involving the Company; and (xi) changes in accounting policies and practices. All statements in this release, including forward-looking statements, speak only as of the date they are made, and Heartland undertakes no obligation to update any statement in light of new information or future events.
RELATED Press Release (Colorado): Centennial Bank and Trust and Citywide Banks Merger Completed
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