BILLINGS, MT– First Interstate BancSystem, Inc. (NASDAQ: FIBK) (“FIBK”), parent company of First Interstate Bank and Great Western Bancorp, Inc. (NYSE: GWB) (“GWB”), parent company of Great Western Bank, said Thursday it has reached a definitive agreement under which the companies will combine in an all-stock transaction.
Under the terms of the agreement, which was unanimously approved by the boards of directors of both companies, GWB will merge with FIBK and the combined holding company and bank will operate under the name and brand of First Interstate, the headquarters of the company remaining in Billings, MT. First Interstate will maintain a strong presence at GWB’s headquarters in Sioux Falls, South Dakota.
The combined company leverages the strengths of both organizations, creating a diverse and community-focused banking franchise. Once the conversion is complete, First Interstate will be one of the region’s largest financial institutions, with more than $ 32 billion in assets and more than 300 branches in 14 states.
“This is a moment of transformation for our 53-year-old company. “ said Kevin Riley, President and CEO of FIBK. “The strategic and cultural alignment between our organizations is what makes this transaction so exciting, as we are both proud to be community banks with a strong focus on relationship building, customer service and community outreach. We look forward to expanding our community banking model to eight new states and look forward to building relationships with the employees and clients who have made their home in these beautiful regions. “
Pending regulatory and shareholder approvals, the transaction is expected to close in the first calendar quarter of 2022. The conversion of GWB’s branches to First Interstate Bank is expected to occur in the second calendar quarter of 2022.
“We are delighted to join forces and are convinced that stakeholders from both companies will benefit from this partnership”, said Mark Borrecco, President and CEO of GWB. “We will be able to provide clients with access to additional branches and new products and services, provide new growth and professional development opportunities for our employees, deliver additional returns to our shareholders and have an even greater impact on our communities. “
Upon closing of the transaction, five directors of GWB will join the board of directors of FIBK. The existing dual class share structure of FIBK will expire on the date of registration of the next annual meeting of FIBK shareholders. At that time, the existing Class B ordinary shares of FIBK will be converted 1: 1 into Class A ordinary shares and FIBK will no longer be a controlled company.
“Throughout our many years of ownership, we pride ourselves on our ability to stay true to our values and our roots while adapting, innovating and meeting the unique needs of our customers and communities. said Jim Scott, director of the board of directors of FIBK and son of the founders of First Interstate, Homer Scott, Sr. and Mildred Scott. “This combination is an extension of our heritage in the region where our family’s roots began. This increases the Bank’s community engagement while expanding our brand of community banking services.
The Scott family will remain significant shareholders of FIBK and family members will continue to hold positions on the board of directors after the transaction.
To mark this momentous moment for the company and to celebrate the legacy of the Scott family, as part of this transaction, FIBK will donate more than $ 20 million to the First Interstate BancSystem Foundation.
“Who is First Interstate as an organization and the successes we have had in large part are due to the leadership, support and vision of the members of the Scott family? “ Riley said. “These funds will ensure that our shared passion for giving back to the places we call home continues not only in our existing communities, but extends to our new communities in meaningful and relevant ways.”