EDINA, Minn. and MINNETONKA, Minn., Nov. 13, 2017 (GLOBE NEWSWIRE) -- Edina-based Minnesota Bank & Trust, a wholly-owned subsidiary of Heartland Financial USA, Inc. (“Heartland”) (NASDAQ:HTLF), and Minnetonka-based Signature Bank, a wholly-owned subsidiary of Signature Bancshares, Inc. (“Signature”), today announced their parent companies have entered into a definitive merger agreement pursuant to which Signature will be acquired by Heartland. Simultaneously with the closing of this transaction, Signature Bank will be merged with and into Minnesota Bank & Trust. The combined bank will continue to deliver exceptional service to its customers. The combined bank will create a Heartland bank subsidiary with assets of over $600 million. It will serve clients from existing banking centers in Edina and Minnetonka and will operate under the Minnesota Bank & Trust brand name.
Founded in 2003 by Ken Brooks (Chairman and President) and Leif Syverson (Executive Vice President), Signature Bank is a community bank headquartered in Minnetonka serving business, professional and individual clients. As of September 30, 2017, Signature Bank had approximately $390 million in total assets, $326 million in net loans outstanding and $339 million in deposits. Similarly, Minnesota Bank & Trust serves business, professional and individual clients and has approximately $217 million in total assets, $143 million in net loans outstanding and $190 million in deposits as of September 30, 2017.
Brooks and Syverson jointly said, “We are delighted to be partnering with such a well-respected organization. As our board of directors considered our strategic direction in today’s complex banking environment, and the importance of identifying a potential quality merger partner, Heartland stood out as an exceptional opportunity. In the vibrant Twin Cities, our new combined bank, with Heartland’s support, will spend every day delivering an exceptional customer experience - working with clients, personally and locally, to develop the strong banking solutions that businesses need to grow and individuals need to prosper.”
Steven M. Thul, Chairman of the Board of Minnesota Bank & Trust, said, “We are fortunate to be merging with a bank that shares our values, culture and customer focus. The combination of our two banks will expand our presence in the Twin Cities and create a bank with promising growth prospects.”
Heartland Financial USA, Inc. is a bank holding company operating 10 independently-chartered community banks in the Midwest, Southwest and Western United States. After acquiring Signature Bank, Heartland will operate banks in 12 states with 118 full-service banking locations. Each bank has its own president, bank charter and board of directors, with a name that connects it with its local market area. Founded in 1981, Heartland has never had a loss year.
Following the merger of Minnesota Bank & Trust and Signature Bank, Heartland’s banking operations in Minnesota will be led by Brooks as President and CEO. The remainder of the leadership team will be made up of current Signature Bank and Minnesota Bank & Trust executives. Steven M. Thul will continue as Chairman of the Board of the combined bank.
Under the terms of the definitive merger agreement between Heartland and Signature, which has been unanimously approved by the Boards of Directors of both companies, Signature common shareholders will receive 0.0610 shares of Heartland common stock (approximately 922,100 shares of Heartland in the aggregate) and $0.335 in cash for each share of Signature common stock, subject to certain adjustments as set forth in the definitive merger agreement. Signature option holders will receive cash or Heartland common stock, at the election of the holder, for the in-the-money portion of the Signature stock options. Based on Heartland’s closing stock price of $47.30 on November 10, 2017, this represents a total transaction value of approximately $53.4 million. The transaction value will change due to fluctuations in the price of Heartland common stock. The transaction is subject to approval by bank regulators and the Signature common shareholders. The transaction is anticipated to close in first quarter 2018 with a systems conversion planned for the second quarter of 2018.
Heartland and Signature anticipate that the transaction will qualify as a tax-free exchange with respect to the stock consideration received by the common shareholders of Signature. Heartland anticipates the transaction to be accretive to its earnings per share within the first full year of combined operations. Further information regarding the financial impact of the transaction can be found in the investor presentation filed as an exhibit to Heartland’s Current Report on Form 8-K dated November 13, 2017 or in the investor relations section of Heartland’s website.
Brooks stated, “The combination of Signature Bank and Minnesota Bank & Trust within the Heartland family of community banks significantly increases our lending capabilities and gives us access to products and services offered by larger banks while preserving our legacy as a locally-led community bank. I know our clients and employees will benefit from us joining the Heartland team. It’s easy to communicate the value of an organization that has been twice recognized by Forbes as one its “Best Banks in America.”
Thul added, “We are increasing our presence and adding scale in Minneapolis with a solid and experienced team dedicated to client success. Ken Brooks is well-known and respected in the Twin Cities banking community. Under Ken’s leadership, Signature Bank has been recognized as a “Best Place to Work” by the Minneapolis-St Paul Business Journal five times. We are excited he and his team will be joining with the Minnesota Bank & Trust team to expand and continue our success in the robust Twin Cities market.”
Advisors:
In connection with the transaction, Panoramic Capital Advisors Inc. served as financial advisor to Heartland and Dorsey & Whitney LLP served as Heartland’s legal advisor. Sheshunoff & Co. Investment Banking served as financial advisor and issued a Fairness Opinion to Signature and Winthrop & Weinstine, P.A. served as Signature’s legal advisor.
About Signature Bank
Signature Bank, a subsidiary of Signature, offers full service banking services to business, professional and private clients. Chartered in 2003, the Bank is headquartered in Minnetonka, MN. Signature Bank has been named a “Best Place to Work” by the Minneapolis – St. Paul Business Journal five times. Additional information about Signature Bank is available at www.signaturebankonline.com. Signature Bank is a member of the FDIC and an Equal Housing Lender.
About Minnesota Bank & Trust
Minnesota Bank & Trust, a subsidiary of Heartland, (NASDAQ:HTLF), is a full service bank with assets of more than $216 million. Minnesota Bank & Trust was organized in 2008 by Twin Cities business leaders to offer a higher level of service to individual and business banking clients. Minnesota Bank & Trust blends the responsiveness of a community bank with the resources of a large financial services company. Visit www.mnbankandtrust.com or call 952.841.9300 to learn more. Minnesota Bank & Trust is a member of the FDIC and an Equal Housing Lender.
About Heartland Financial USA, Inc.
Heartland Financial USA, Inc. is a diversified financial services holding company with assets of approximately $9.8 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 117 banking locations serving 88 communities in Iowa, Illinois, Wisconsin, New Mexico, Arizona, Montana, Colorado, Minnesota, Kansas, Missouri, Texas and California. Additional information about Heartland Financial USA, Inc. is available at www.htlf.com.
Additional Information about the Merger and Where to Find It
This communication is being made in respect of a proposed merger transaction involving Heartland and Signature. In connection with the transaction, Heartland will file a registration statement on Form S-4 with the Securities and Exchange Commission (“SEC”) that will include a proxy statement/prospectus to be provided to Signature shareholders in connection with the special meeting Signature will call to obtain shareholder approval of the merger. Shareholders are urged to read the proxy statement/prospectus when it becomes available, because it will contain important information about the proposed transaction.
The final proxy statement/prospectus will be mailed to Signature Bancshares, Inc. shareholders of record on the record date for the special meeting of the shareholders to be held to approve the proposed transaction. In addition, the registration statement on Form S-4 that includes the proxy statement/prospectus and other relevant documents will be available free of charge at the SEC’s Internet Web site, www.sec.gov, Heartland’s website, www.htlf.com, or by contacting Bryan R. McKeag, Executive Vice President and Chief Financial Officer of Heartland.
Forward-Looking Statements
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.
CONTACT:
Laura J. Hughes
Executive Vice President
Chief Marketing Officer
Heartland Financial USA, Inc.
(563) 589-2148
lhughes@htlf.com
Ken Brooks
Chairman and President
Signature Bancshares, Inc.
(952) 936-7800
KBrooks@signaturebankonline.com