Transaction valuation*
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Amount of filing fee**
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$6,000,000
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$654.60
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*
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Estimated solely for purposes of calculating the filing fee. This amount is based on the offer to purchase for not more than $6,000,000 in aggregate up to 250,000 shares of Common Stock, par value $0.01 per share, at the minimum tender offer price of $24.00 per share.
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**
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The filing fee was calculated in accordance with Rule 0-11(b) under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2021, issued August 26, 2021, and equals $109.10 for each $1,000,000 of the value of the transaction.
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☐
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: N/A
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Filing Party: N/A
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Form or Registration No.: N/A
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Date Filed: N/A
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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☐
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third-party tender offer subject to Rule 14d-1.
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☒
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issuer tender offer subject to Rule 13e-4.
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☐
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going-private transaction subject to Rule 13e-3.
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☐
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amendment to Schedule 13D under Rule 13d-2.
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☐
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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☐
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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Item 1.
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Summary Term Sheet
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Item 2.
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Subject Company Information
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(a)
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The name of the issuer is Eagle Bancorp Montana, Inc. The address and telephone number of the Company is set forth under Item 3.
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(b)
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Reference is made to the information set forth under “Introduction” in the Offer to Purchase, which is incorporated herein by reference.
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(c)
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Reference is made to the information set forth in the Offer to Purchase under Section 8 (“Price Range of Shares; Dividends”), which is incorporated herein by reference.
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Item 3.
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Identity and Background of Filing Person
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Item 4.
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Terms of the Transaction
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(a)
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Reference is made to the information set forth in the Offer to Purchase under the following headings, with such information being incorporated herein by reference:
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(b)
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Reference is made to the information set forth under “Introduction” and under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) in the Offer to Purchase, which is incorporated herein by reference.
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Item 5.
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Past Contacts, Transactions, Negotiations and Agreements
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Item 6.
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Purpose of the Transaction and Plans or Proposals
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Item 7.
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Source and Amount of Funds or Other Consideration
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Item 8.
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Interest in Securities of the Subject Company
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Item 9.
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Persons/Assets, Retained, Employed, Compensated or Used
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Item 10.
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Financial Statements
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Item 11.
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Additional Information
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(a)
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Reference is made to the information set forth under Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer”); under Section 10 (“Certain Information Concerning Us”), under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) and under Section 12 (“Legal Matters; Regulatory Approvals”) in the Offer to Purchase, which is incorporated herein by reference. To the knowledge of the Company, no material legal proceedings relating to the tender offer are pending.
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(c)
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Reference is made to the information set forth in the Offer to Purchase and the accompanying Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, as each may be amended or supplemented from time to time, which is incorporated herein by reference.
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Item 12.
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Exhibits
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Exhibit No.
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Description
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Offer to Purchase, dated May 21, 2021
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Form of Letter of Transmittal
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Notice of Guaranteed Delivery
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Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated May 21, 2021
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Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated May 21, 2021
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Letter to stockholders from President and Chief Executive Officer of the Company, dated May 21, 2021
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Email communication to employees, dated May 21, 2021
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Summary Advertisement, dated May 21, 2021
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Letter to participants in the Opportunity Bank of Montana Employee Stock Ownership Plan
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(a)(2)
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None
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(a)(3)
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Not applicable
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(a)(4)
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Not applicable
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Press release announcing the Tender Offer, dated May 21, 2021
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(b)
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None
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(c)
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None
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Stock Purchase Agreement, dated May 20, 2021, by and between Eagle Bancorp Montana, Inc. and the trustees of the Opportunity Bank of Montana Employee Stock Ownership Plan
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2011 Stock Incentive Plan for Directors, Officers and Employees (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 (File No. 333-182360) filed with the Securities and Exchange Commission on June 27, 2012)
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Amendment No. 1 to the Eagle Bancorp Montana, Inc. 2011 Stock Incentive Plan for Directors, Officers and Employees (incorporated by reference to Exhibit 10.13 to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2016)
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Amendment No. 2 to the Eagle Bancorp Montana, Inc. 2011 Stock Incentive Plan for Directors, Officers and Employees (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 21, 2017)
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Exhibit No.
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Description
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Amendment No. 3 to the Eagle Bancorp Montana, Inc. 2011 Stock Incentive Plan for Directors, Officers and Employees (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 11, 2020)
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2020 Non-Employee Director Award Plan (incorporated by reference to Exhibit 10.2 of our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 11, 2020)
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Form of Change of Control Agreement entered into between Eagle Bancorp Montana, Inc. and its executive officers (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 24, 2015)
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(g)
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None
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(h)
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None
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*
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Filed herewith
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Item 13.
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Information Required by Schedule 13E-3
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Dated: May 21, 2021
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Eagle Bancorp Montana, Inc.
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By:
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/s/ Peter J. Johnson
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Name:
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Peter J. Johnson
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Title:
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President and Chief Executive Officer
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•
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if your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact such nominee and have such nominee tender your shares for you;
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•
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if you are an institution participating in The Depository Trust Company, referred to as “Book-Entry Transfer Facility” in this Offer to Purchase, tender your shares according to the procedure for book-entry transfer described in Section 3 of this Offer to Purchase; or
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•
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if you hold certificates or book entry shares in your own name, complete and sign a Letter of Transmittal according to its instructions and deliver it, together with any required signature guarantees, the certificates for your shares and any other documents required by the Letter of Transmittal, to the Depositary, at its address shown on the Letter of Transmittal.
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•
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If you hold interests in shares through the Opportunity Bank of Montana Employee Stock Ownership Plan (the “ESOP”) and you wish to tender any of such shares in the Offer, you must follow the procedures described in the separate instructions that you will receive from the Company and Computershare Trust Company, N.A., by 5:00 p.m. New York City time on June 17, 2021.
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•
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No legal action shall have been threatened, instituted or pending that challenges or relates to the tender offer or that, in our reasonable judgment, could materially and adversely affect our business, condition (financial or otherwise), assets, income, operations or prospects or otherwise materially impair the contemplated future conduct of our business or our ability to purchase shares in the tender offer;
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•
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No general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter markets in the United States or the declaration of a banking moratorium or any suspension of payment in respect of banks in the United States shall have occurred;
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•
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No commencement or escalation of war, armed hostilities, or other international or national calamity, including, but not limited to, any outbreak of a pandemic or contagious disease (including the COVID-19 pandemic, to the extent that there is any material adverse development related thereto on or after May 20, 2021 that in our reasonable judgment makes it inadvisable for us to proceed with the tender offer) or an act of terrorism, directly or indirectly involving the United States shall have occurred on or after May 20, 2021, the last trading day prior to the commencement of the tender offer;
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•
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No changes in the general political, market, economic or financial conditions in the United States or abroad that, in our reasonable judgment, could materially and adversely affect our business, condition (financial or otherwise), assets, income, operations or prospects;
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•
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No decline shall have occurred in the market price for our shares or in the Dow Jones Industrial Average, New York Stock Exchange Index, Nasdaq Composite Index or the Standard and Poor’s 500 Composite Index by more than 10% from the close of business on May 20, 2021;
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•
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No limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or event that could reasonably be expected to materially affect, the extension of credit by banks or other lending institutions in the United States shall have occurred;
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•
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Any necessary regulatory approvals or non-objections from the Federal Reserve or the Office of the Comptroller of the Currency, as applicable, have been obtained and shall remain in full force and effect;
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•
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No tender or exchange offer for any or all of our shares, or any merger, acquisition, business combination or other similar transaction with or involving us or any of our subsidiaries, shall have been proposed, announced or made by any person or shall have been publicly disclosed since May 20, 2021, and we shall not have entered into a definitive agreement or an agreement in principle with any person with respect to a merger, acquisition, business combination or other similar transaction, other than in the ordinary course of business (in each case other than the tender offer) since May 20, 2021;
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•
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No change in law or in the official interpretation or administration of law, or relevant position or policy of a governmental authority with respect to any laws, applicable to the tender offer;
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•
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The consummation of the tender offer and the purchase of shares will not cause the shares to cease to be listed on the Nasdaq Global Market or cause the shares to be subject to deregistration under the Exchange Act;
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•
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No person (including a group) shall have acquired, or proposed to acquire, beneficial ownership of more than 5% of the outstanding shares (other than as publicly disclosed in a filing with the Commission on or before May 20, 2021) nor shall any new group have been formed that beneficially owns more than 5% of the outstanding shares;
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•
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No person (including a group) that has publicly disclosed in a filing with the Commission on or before May 20, 2021 that it has beneficial ownership of more than 5% of the outstanding shares shall have acquired, or publicly announced its proposal to acquire, beneficial ownership of an additional 1% or more of the outstanding shares; and
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•
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No person shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of our assets or securities.
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•
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These conditions are described in greater detail in Section 7. In addition, the tender offer is subject to a number of other conditions described in Section 7.
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•
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who hold shares in their own name as holders of record; or
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•
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who are “registered holders” as participants in DTC’s system whose names appear on a security position listing,
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•
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You must deliver the certificate(s) evidencing your shares and a properly completed and duly executed Letter of Transmittal to the Depositary at the address appearing on the back cover of this Offer to Purchase; or
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•
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The Depositary must receive a confirmation of receipt of your shares by book-entry transfer and a properly completed and duly executed Letter of Transmittal or an Agent’s Message (as defined in Section 3), in the case of a book-entry transfer; or
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•
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The Depositary must receive a confirmation of receipt of your shares through the Automated Tender Offer Program and specific acknowledgement that you agree to the terms of, and to be bound by, the Letter of Transmittal; or
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•
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You must comply with the guaranteed delivery procedure outlined in Section 3.
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•
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first, from all stockholders of “odd lots” (persons who own fewer than 100 shares, not including any shares held in the ESOP) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Time;
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•
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second, subject to the conditional tender provisions described in Section 6, on a pro rata basis, with appropriate adjustment to avoid purchases of fractional shares, from all other stockholders who properly tender shares at or below the Purchase Price and do not properly withdraw them before the Expiration Time; and
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•
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third, if necessary to permit us to purchase shares having an aggregate purchase price of $6,000,000 (or such greater amount as we may elect to purchase, subject to applicable law), from holders who have
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•
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our ability to complete the tender offer in the anticipated timing, or at all;
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•
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a deterioration in economic conditions, including declines in the real estate market and home sale volumes and financial stress on borrowers (consumers and businesses) as a result of the uncertain economic environment;
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•
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the effects of natural or man-made disasters, calamities, or conflicts, including terrorist events and pandemics (such as the COVID-19 pandemic), including on asset credit quality and business operations, as well as its impact on general economic and financial market conditions;
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•
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the effects of a severe economic downturn, including high unemployment rates and declines in housing prices and property values, in our primary market areas;
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•
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the effects of and changes in monetary and fiscal policies of the Board of Governors of the Federal Reserve System and the U.S. Government, including responses to the COVID-19 pandemic;
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•
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fluctuations in interest rate risk and changes in market interest rates, including risk related to LIBOR reform and risk of negative rates;
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•
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our ability to make accurate assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the assets securing these loans;
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•
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legislative and regulatory limitations, including those arising under the Dodd-Frank Act and potential limitations in the manner in which we conduct our business and undertake new investments and activities;
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•
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availability of cash on hand and short-term investments to fund the purchase of tendered shares;
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•
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changes in other economic, competitive, governmental, regulatory and technological factors affecting our markets, assets, liabilities, operations, pricing, products, services and fees; and
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•
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the timing and occurrence or non-occurrence of events that may be subject to circumstances beyond our control.
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•
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first, from all holders of “odd lots” (holders of fewer than 100 shares), excluding any shares held in the ESOP, who properly tender all their shares at or below the Purchase Price and do not properly withdraw them before the Expiration Time;
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•
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second, on a pro rata basis, with appropriate adjustment to avoid purchases of fractional shares, from all other stockholders who properly tender shares at or below the Purchase Price, other than stockholders who tender conditionally and whose conditions are not satisfied; and
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•
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third, if necessary to permit us to purchase shares having an aggregate purchase price of $6,000,000 (or such greater amount as we may elect to purchase, subject to applicable law), from stockholders who have tendered shares at or below the Purchase Price subject to the condition that a specified minimum number of the stockholder’s shares be purchased if any of the stockholder’s shares are purchased in the tender offer (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares.
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Number of Shares; Proration.
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•
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increase the maximum price to be paid above $26.25 per share or decrease the price to be paid below $24.00 per share or otherwise change the price range at which we are offering to purchase shares in the tender offer;
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•
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increase the aggregate purchase price for shares being sought in the tender offer and such increase would result in the prospective purchase of a number of shares exceeding 2% of our outstanding shares; or
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•
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decrease the aggregate purchase price for shares being sought in the tender offer; and
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(1)
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specify the price, not less than $24.00 per share and not more than $26.25 per share, at which they are willing to sell their shares to the Company. To specify the price, tendering stockholders must check one, and only one, of the boxes in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined by Stockholder,” indicating the price (in increments of $0.25) at which shares are being tendered; or
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(2)
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choose not to specify a price and, instead, specify that they will sell their shares at the Purchase Price that the Company determines pursuant to the terms of the tender offer, which could be a price per share as low as $24.00 or as high as $26.25. If tendering stockholders wish to maximize the chance that the Company will purchase their shares, they should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer.” Note that this election will mean that such stockholder’s shares will be deemed to be tendered at the minimum price of $24.00 per share. Tendering stockholders who make this election should understand that this election may lower the Purchase Price and could result in such stockholder’s shares being purchased at the minimum price of $24.00 per share.
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•
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first, we will purchase all shares (other than any shares held in the ESOP) tendered by all holders of “odd lots” (as defined below) who:
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(1)
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tender at or below the Purchase Price all shares owned beneficially or of record by such holders (partial tenders will not qualify for this preference); and
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(2)
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complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery;
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•
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second, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered (including any shares held in the ESOP) at or below the Purchase Price on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described below; and
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•
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third, if necessary to permit us to purchase shares having an aggregate purchase price of $6,000,000 (or such greater amount as we may elect to purchase, subject to applicable law), shares conditionally tendered at or below the Purchase Price (for which the condition was not initially satisfied), will, to the extent feasible, be selected for purchase by random lot. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares.
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Purpose of the Tender Offer; Certain Effects of the Tender Offer.
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•
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any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries;
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•
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any purchase, sale or transfer of a material amount of our or any of our subsidiaries’ assets;
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•
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any material change in our indebtedness or our capitalization;
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•
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any change in our present Board of Directors or management, including but not limited to any plans or proposals to change the number or the term of directors or to fill any existing vacancies on our Board of Directors or to change any material term of the employment contract of any executive officer;
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•
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any other material change in our corporate structure or business;
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•
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any class of our equity securities ceasing to be authorized to be quoted on the Nasdaq Global Market;
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•
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the termination of registration under Section 12(b) of the Exchange Act of any class of our equity securities;
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•
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the suspension of our obligation to file reports under Section 15(d) of the Exchange Act;
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•
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the acquisition or disposition by any person of additional securities of the Company, or the disposition of our securities, other than pursuant to our share repurchase program or issuances or grants of, or purchases pursuant to, equity awards granted to directors, officers and employees (including employees of companies we may acquire); or
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•
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any changes in our charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of us.
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Procedures for Tendering Shares.
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•
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the certificates for the shares or confirmation of receipt of the shares under the procedure for book-entry transfer set forth below, together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or an Agent’s Message (as defined below) in the case of a book-entry transfer, and any other documents required by the Letter of Transmittal, must be received prior to the Expiration Time, which is 5:00 p.m., New York City time, on June 22, 2021 (unless the tender offer is extended or terminated) by the Depositary at its address set forth on the back cover page of this document; or
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•
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the tendering stockholder must comply with the guaranteed delivery procedures set forth below.
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•
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such tender is made by or through an Eligible Institution;
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•
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a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by us is received by the Depositary (as provided below) by the end of the day at the Expiration Time; and
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•
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a confirmation of a book-entry transfer of such shares into the Depositary’s account at the Book-Entry Transfer Facility (or any certificates for such shares), together with a properly completed and duly executed
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Withdrawal Rights.
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•
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be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase; and
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•
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specify the name of the person who tendered the shares to be withdrawn, the number of shares to be withdrawn and the name of the registered holder of the shares, if different from that of the person who tendered such shares.
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Purchase of Shares and Payment of Purchase Price.
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Conditional Tender of Shares.
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Conditions of the Tender Offer.
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(1)
|
there shall have been threatened, instituted or pending any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, before any court, authority, agency or tribunal that directly or indirectly (i) challenges the making of the tender offer or the acquisition of some or all of the shares pursuant to the tender offer or otherwise relates in any manner to the tender offer or (ii) in our reasonable judgment, could materially and adversely affect our and our subsidiaries’ business, condition (financial or otherwise), assets, income, operations or prospects, taken as a whole, or otherwise materially impairs in any way the contemplated future conduct of the business of us and our subsidiaries, taken as a whole, or materially impairs our ability to purchase the shares in the tender offer;
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(2)
|
there shall have been any action threatened, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the tender offer or us or any of our subsidiaries, by any court or any authority, agency or tribunal that, in our reasonable judgment, would or is reasonably likely to directly or indirectly (i) make the acceptance for payment of, or payment for, some or all of the shares illegal or otherwise restricts or prohibits completion of the tender offer, (ii) delay or restrict our ability, or render us unable, to accept for payment or pay for some or all of the shares or (iii) materially and adversely affect our and our subsidiaries’ business, condition (financial or otherwise), assets, income, operations or prospects, taken as a whole, or otherwise materially impairs in any way the contemplated future conduct of the business of us and our subsidiaries;
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(3)
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there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) on or after May 20, 2021, the last trading day prior to the commencement of the tender offer, the commencement or escalation of a war, armed hostilities or other international or national calamity directly
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(4)
|
there shall have been a decrease of more than 10% in the market price for the Company’s shares or in the Dow Jones Industrial Average, the New York Stock Exchange Index, the Nasdaq Composite Index or the Standard and Poor’s 500 Composite Index measured from the close of trading on May 20, 2021;
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(5)
|
there shall have occurred any limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or any event that could reasonably be expected to materially affect, the extension of credit by banks or other lending institutions in the United States;
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(6)
|
any necessary regulatory approvals or non-objections from the Federal Reserve or the Office of the Comptroller of the Currency, as applicable, shall not have been obtained or shall not remain in full force and effect;
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(7)
|
a tender or exchange offer for any or all of the shares, or any merger, acquisition, business combination or other similar transaction with or involving us or any of our subsidiaries, has been proposed, announced or made by any person or has been publicly disclosed or we have entered into a definitive agreement or an agreement in principle with any person with respect to a merger, acquisition, business combination or other similar transaction since May 20, 2021, other than in the ordinary course of business (in each case other than the tender offer);
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(8)
|
the consummation of the tender offer and the purchase of shares will cause the shares to cease to be traded on or listed on the Nasdaq or otherwise cause the shares to be deregistered under the Exchange Act;
|
(9)
|
a person or “group” (as that term is used in Section 13(d)(3) of the Exchange Act) has acquired or proposes to acquire beneficial ownership of more than 5% of the outstanding shares, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than as and to the extent disclosed in a Schedule 13D or Schedule 13G filed with the Commission on or before May 20, 2021);
|
(10)
|
a person or group who has filed a Schedule 13D or Schedule 13G with the Commission on or before May 20, 2021, has acquired or proposes to acquire, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than solely as a result of the tender offer made hereby), beneficial ownership of an additional 1% or more of the outstanding shares; or
|
(11)
|
a person or group has filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, reflecting an intent to acquire us or any of the shares, or has made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of our or their respective assets or securities.
|
(1)
|
terminate the tender offer and return all tendered shares to the tendering stockholders;
|
(2)
|
extend the tender offer and, subject to withdrawal rights as set forth in Section 4, retain all of the tendered shares until the expiration of the tender offer as so extended;
|
(3)
|
waive the condition and, subject to any requirement to extend the period of time during which the tender offer is open, purchase all of the shares properly tendered and not properly withdrawn prior to the Expiration Time; or
|
(4)
|
delay acceptance for payment or payment for shares, subject to applicable law, until satisfaction or waiver of the conditions to the tender offer.
|
Price Range of Shares; Dividends.
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Market Price
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Dividends
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|||
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High
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Low
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2019
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| |
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First Quarter
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$18.28
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| |
$16.18
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| |
$0.093
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Second Quarter
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| |
$17.48
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| |
$16.29
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| |
$0.093
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Third Quarter
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| |
$18.25
|
| |
$16.45
|
| |
$0.095
|
Fourth Quarter
|
| |
$22.59
|
| |
$17.50
|
| |
$0.095
|
|
| |
|
| |
|
| |
|
2020
|
| |
|
| |
|
| |
|
First Quarter
|
| |
$22.98
|
| |
$11.74
|
| |
$0.095
|
Second Quarter
|
| |
$19.00
|
| |
$13.66
|
| |
$0.095
|
Third Quarter
|
| |
$18.00
|
| |
$15.00
|
| |
$0.098
|
Fourth Quarter
|
| |
$22.49
|
| |
$17.43
|
| |
$0.098
|
|
| |
|
| |
|
| |
|
2021
|
| |
|
| |
|
| |
|
First Quarter
|
| |
$26.13
|
| |
$20.00
|
| |
$0.098
|
Second Quarter (through May 20, 2021)
|
| |
$24.63
|
| |
$22.60
|
| |
$0.098
|
Source and Amount of Funds.
|
Certain Information Concerning Us.
|
Commission Filings
|
| |
Date Filed
|
Annual Report on Form 10-K (including those portions of our definitive Proxy Statement on Schedule 14A, filed on March 10, 2021 that are incorporated by reference into Part III of such Annual Report on Form 10-K)
|
| |
March 10, 2021
|
|
| |
|
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021
|
| |
May 6, 2021
|
Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares.
|
Name
|
| |
Total Shares Beneficially Owned
|
| |
Percentage of Class (a)
|
Peter J. Johnson
|
| |
90,966
|
| |
1.3%
|
Rick F. Hays
|
| |
31,329
|
| |
*
|
Thomas J. McCarvel
|
| |
37,269
|
| |
*
|
Maureen J. Rude
|
| |
6,785
|
| |
*
|
Shavon R. Cape
|
| |
9,105
|
| |
*
|
Tanya J. Chemodurow
|
| |
6,815
|
| |
*
|
Kenneth M. Walsh
|
| |
220,917
|
| |
3.3%
|
Corey Jensen
|
| |
2,910
|
| |
*
|
Benjamin G. Ruddy
|
| |
13,631
|
| |
*
|
Cynthia A. Utterback
|
| |
1,000
|
| |
*
|
Laura F. Clark
|
| |
12,835
|
| |
*
|
Rachel Amdahl
|
| |
19,711
|
| |
*
|
Dale Field
|
| |
19,697
|
| |
*
|
Chantelle Nash
|
| |
15,219
|
| |
*
|
Mark O’Neill
|
| |
7,457
|
| |
*
|
P. Darryl Rensmon
|
| |
7,102
|
| |
*
|
Linda Chilton
|
| |
852
|
| |
*
|
|
| |
|
| |
|
All directors and executive officers as a group (17 persons)
|
| |
495,291
|
| |
7.3%
|
*
|
Less than 1%.
|
EJF Capital LLC.
2107 Wilson Blvd.
Suite 410
Arlington, VA 22201
|
| |
350,000
|
| |
5.2%
|
BlackRock Inc.
55 East 52nd Street
New York, NY 10055
|
| |
340,850
|
| |
5.0%
|
(a)
|
Based on 6,775,447 shares of common stock outstanding on May 19, 2021.
|
Legal Matters; Regulatory Approvals.
|
Material U.S. Federal Income Tax Consequences.
|
Extension of the Tender Offer; Termination; Amendment.
|
Fees and Expenses; Information Agent; Depositary.
|
Miscellaneous.
|
If delivering by mail:
Computershare Trust Company, N.A.
Attn: Corporate Actions Voluntary Offer
P.O. Box 43011
Providence, RI 02940-3011
|
| |
If delivering by express mail,
or any other expedited service:
Computershare Trust Company, N.A.
Attn: Corporate Actions Voluntary Offer
150 Royall Street, Suite V
Canton, MA 02021
|
|
Description of Shares Tendered
|
| ||||||||||||
|
|
| |
Shares Surrendered
(Attach additional list if necessary)
|
| |||||||||
|
Name(s) and Address(es) of Registered Owner(s)
(If blank, please fill in exactly as name(s) appear(s)
on Share Certificate(s))
|
| |
Certificate
Number(s)
and/or indicate
Book-Entry
|
| |
Total Number
of Shares
Represented by
Certificate(s)(1)
|
| |
Book-Entry
Shares
Tendered(2)
|
| |
Total Number of
Shares
|
|
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
Total Shares
|
| |
|
| |
|
| |
|
|
(1)
|
If you wish to tender fewer than all shares represented by any certificate listed above, please indicate in this column the number of shares you wish to tender. Otherwise, all Shares represented by Share Certificates delivered to the Depositary Agent will be deemed to have been tendered. See Instruction 4.
|
(2)
|
If shares are held in Book-Entry form you must indicate the number of shares you are tendering.
|
1.
|
If you want to participate in the tender offer and wish to maximize the chance of having the Company accept for payment shares you are tendering, you should check the box marked “Shares Tendered at Price Determined Pursuant to the Tender Offer” below and complete the other portions of this Letter of Transmittal as appropriate. If you agree to accept the Purchase Price determined by the Company in accordance with the terms of the tender offer, your shares will be deemed to be tendered at the minimum price of $24.00 per share. YOU SHOULD UNDERSTAND THAT THIS ELECTION MAY LOWER THE PURCHASE PRICE AND COULD RESULT IN THE TENDERED SHARES BEING PURCHASED AT THE MINIMUM PRICE OF $24.00 PER SHARE.
|
2.
|
If you wish to select a specific price at which you will be tendering your shares, you should select one of the boxes in the section captioned “SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER” below and complete the other portions of this Letter of Transmittal as appropriate.
|
3.
|
If you desire to tender shares in the tender offer, but you cannot deliver your shares and all other required documents to the Depositary by the Expiration Time (as defined in the Offer to Purchase) or cannot comply with the procedures for book-entry transfer on a timely basis, you must tender your shares pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2.
|
4.
|
If any certificate evidencing the shares you are tendering with this Letter of Transmittal has been lost, stolen, destroyed or mutilated you should call Computershare Trust Company, N.A., as Depositary, at (800) 368-5948, regarding the requirements for replacement. You may be required to post a bond to secure against the risk that the certificates may be subsequently recirculated. You are urged to contact the Depositary immediately in order to receive further instructions, for a determination of whether you will need to post a bond and to permit timely processing of this documentation. See Instruction 13.
|
|
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
ODD LOTS
(See Instruction 6)
|
|
|
To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. The undersigned:
|
|
|
☐is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered.
|
|
(1)
|
deliver certificates for such shares, or transfer ownership of such shares on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Company;
|
(2)
|
present such shares for transfer and cancellation on the books of the Company; and
|
(3)
|
cause the Company to receive all benefits and otherwise exercise all rights of beneficial ownership of such shares, all in accordance with the terms of the tender offer.
|
(1)
|
has a net long position in shares at least equal to the number of shares being tendered;
|
(2)
|
has full power and authority to tender, sell, assign and transfer the shares tendered hereby and that, when the same are accepted for payment by the Company, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims; and
|
(3)
|
will, upon request, execute and deliver all additional documents deemed by the Depositary or the Company to be necessary or desirable to complete the sale, assignment and transfer of the shares tendered hereby.
|
(1)
|
SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER (SEE INSTRUCTION 5)
|
|
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
|
| |||||||||||||||
|
☐ $24.00
|
| |
☐ $24.25
|
| |
☐ $24.50
|
| |
☐ $24.75
|
| |
☐ $25.00
|
| |
☐ $25.25
|
|
|
☐ $25.50
|
| |
☐ $25.75
|
| |
☐ $26.00
|
| |
☐ $26.25
|
| |
|
| |
|
|
(2)
|
SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER (SEE INSTRUCTION 5)
|
☐
|
The undersigned wants to maximize the chance of having the Company purchase shares the undersigned is tendering (subject to the proration and priority provisions of the tender offer). Accordingly, by checking this box instead of one of the price boxes above, the undersigned hereby tenders shares at, and is willing to accept, the Purchase Price determined by the Company in accordance with the terms of the tender offer. THE UNDERSIGNED UNDERSTANDS THAT THIS ELECTION MAY LOWER THE PURCHASE PRICE PAID FOR SHARES IN THE TENDER OFFER AND COULD RESULT IN THE TENDERED SHARES BEING PURCHASED AT THE MINIMUM PRICE OF $24.00 PER SHARE.
|
|
CONDITIONAL TENDER
(See Instruction 14)
|
|
|
A tendering stockholder may condition his, her or its tender of shares upon the Company purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of shares that you indicate below is purchased by the Company pursuant to the terms of the tender offer, none of the shares tendered will be purchased. It is the tendering stockholder’s responsibility to calculate the minimum number of shares that must be purchased if any are purchased, and each stockholder is urged to consult his, her or its own tax advisor. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional.
|
|
|
☐The minimum number of shares that must be purchased, if any are purchased, is: shares.
|
|
|
If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his, her or its shares and checked the box below:
|
|
|
☐The tendered shares represent all shares held by the undersigned.
|
|
|
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 7, 8 and 9)
|
|
|
|
|
|
To be completed ONLY if the check for the Purchase Price of shares purchased (less any applicable withholding taxes) is to be issued in the name of someone other than the undersigned.
|
|
|
|
|
|
Name(s)
|
|
|
(Please Print)
|
|
|
|
|
|
Address(es)
|
|
|
(RECIPIENT MUST COMPLETE AND RETURN THE ATTACHED IRS FORM W-9 OR AN APPLICABLE IRS FORM W-8)
|
|
|
SPECIAL DELIVERY INSTRUCTIONS
|
|
|
|
|
|
To be completed ONLY if the check for the Purchase Price of shares purchased (less any applicable withholding taxes) is to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned’s signature(s).
|
|
|
|
|
|
Name(s)
|
|
|
(Please Print)
|
|
|
|
|
|
Address(es)
|
|
|
|
|
|
|
|
|
SIGN HERE
(Please also complete the attached IRS Form W-9 or an applicable IRS Form W-8)
|
|
|
|
|
|
(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by persons(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 7.)
|
|
|
|
|
|
Signature of Owner:
|
|
|
|
|
|
Signature of Owner:
|
|
|
Name(s):
|
|
|
(Please Print)
|
|
|
|
|
|
Dated: , 2021
|
|
|
Capacity
|
|
|
(full title):
|
|
|
|
|
|
Address:
|
|
|
|
|
|
(MAKE ANY ADDRESS CORRECTION, THIS WILL BE A PERMANENT ADDRESS CHANGE) APPLY
MEDALLION GUARANTEE STAMP BELOW
|
|
|
GUARANTEE OF SIGNATURE(S)
(If required, see Instructions 1 and 7)
|
|
|
|
|
|
Authorized Signature
|
|
|
|
|
|
Name(s)
|
|
|
|
|
|
Title
|
|
|
|
|
|
Name of Firm
|
|
|
|
|
|
Address (Area Code) Telephone Number
|
|
|
|
|
|
Dated: , 2021
|
|
1.
|
Guarantee of Signatures. No signature guarantee is required if either: (a) this Letter of Transmittal is signed by the registered holder of the shares exactly as the name of the registered holder appears on the certificate(s) for the shares tendered with this Letter of Transmittal or (b) in the case of book-entry shares, on the records of the Depositary, and payment and delivery are to be made directly to such registered holder and such registered holder has not completed the box entitled “Special Payment Instructions”. See Instruction 9.
|
2.
|
Delivery of Letter of Transmittal and Shares; Guaranteed Delivery Procedure. You must use this Letter of Transmittal to forward certificates for shares and to tender any/all shares held in book-entry form on the records of the Depositary (or if the certificates will be delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary). Certificates for all physically tendered shares along with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, and any other documents required by this Letter of Transmittal, should be mailed or delivered to the Depositary at the appropriate address set forth herein and must be delivered to the Depositary at or before the Expiration Time.
|
(a)
|
such tender must be made by or through an Eligible Institution;
|
(b)
|
a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by the Company must be received by the Depositary by the Expiration Time, including (where required) a signature guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery; and
|
(c)
|
the certificates for all physically delivered shares, or a confirmation of a book-entry transfer of all shares delivered electronically into the Depositary’s account at the Book-Entry Transfer Facility, together with a properly completed and duly executed Letter of Transmittal with any required signature guarantees or an Agent’s Message and any other documents required by this Letter of Transmittal, must be received by the Depositary within two Nasdaq Global Market trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase.
|
3.
|
Inadequate Space. If the space provided in the box captioned “Description of Shares Tendered” is inadequate, then you should list the certificate numbers and/or the number of shares on a separate signed schedule attached hereto.
|
4.
|
Partial Tenders. If you wish to tender fewer than all of the shares represented by any certificates that you deliver to the Depositary, fill in the number of shares which are to be tendered in the box entitled “Number of Shares Tendered.” In such case, a new certificate for the remainder of the shares represented by the old certificate will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal, as promptly as practicable after the expiration or termination of the tender offer. Unless you indicate otherwise, all shares represented by certificates delivered to the Depositary
|
5.
|
Indication of Price at Which Shares are Being Tendered. For shares to be properly tendered, the stockholder MUST either (1) check the box indicating the price per share at which such stockholder is tendering shares under the section captioned “Shares Tendered at Price Determined by Stockholder” or (2) check the box in the section captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer” in order to maximize the chance of having the Company purchase the shares tendered (subject to the proration and priority provisions). For purposes of determining the Purchase Price, shares that are tendered by stockholders agreeing to accept the Purchase Price determined in the tender offer will be deemed to be tendered at the minimum price of $24.00 per share. Selecting option (1) could result in none of the stockholder’s tendered shares being purchased if the Purchase Price for the shares turns out to be less than the price selected by the stockholder. Selecting option (2) may lower the Purchase Price paid for shares in the tender offer and could result in the stockholder receiving the minimum price of $24.00 per share. Only one box under (1) or (2) may be checked. If more than one box is checked, or if no box is checked, the shares will be deemed to not have been properly tendered. A stockholder wishing to tender portions of such stockholder’s share holdings at different prices must complete a separate Letter of Transmittal for each price at which such stockholder wishes to tender each such portion of such stockholder’s shares. The same shares cannot be tendered at more than one price, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase.
|
6.
|
Odd Lots. As described in Section 1 of the Offer to Purchase, if the Company purchases less than all shares tendered and not withdrawn before the Expiration Time, the shares purchased first will consist of all shares tendered by any stockholder who owns, beneficially or of record, an aggregate of fewer than 100 shares (not including any shares held in the Opportunity Bank of Montana Employee Stock Ownership Plan) and who tenders all of such shares. Even if you otherwise qualify for the “odd lot” preferential treatment, you will not receive such preferential treatment unless you complete the box captioned “Odd Lots” in this Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.
|
7.
|
Signatures on Letter of Transmittal; Stock Powers and Endorsements.
|
(a)
|
Exact Signatures. If this Letter of Transmittal is signed by the registered holder(s) of the shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever.
|
(b)
|
Joint Holders. If any of the shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.
|
(c)
|
Different Names on Certificates. If any of the shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.
|
(d)
|
Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the Purchase Price is to be made, or shares not tendered or not purchased are to be returned, in the name of any person other than the registered holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution.
|
8.
|
Stock Transfer Taxes. Except as provided in this Instruction 8, the Company will pay all stock transfer taxes, if any, payable on the transfer of any shares to the Company pursuant to the tender offer. If, however, payment of proceeds in respect of any shares purchased is to be made to, or shares not tendered or not purchased are to be returned in the name of, any person other than the registered holder(s), or tendered shares are registered in the name of any person other than the name of the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) payable on account of the transfer to such other person will be deducted from the proceeds payable by the Depositary, unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted prior to such payment.
|
9.
|
Special Payment and Delivery Instructions. If the check for the Purchase Price of any shares purchased is to be issued and any shares not tendered or not purchased are to be returned, in the name of a person other than the person(s) signing this Letter of Transmittal or if the check and any certificates for shares not tendered or not purchased are to be mailed to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address other than that shown above, the boxes captioned “Special Delivery Instructions” and/or “Special Payment Instructions” on this Letter of Transmittal should be completed. Transfer taxes may apply if either the box captioned “Special Delivery Instructions” or “Special Payment Instructions” on this Letter of Transmittal is completed. See Instruction 8. There may be other tax implications resulting from the transfers, please consult your own tax advisor.
|
10.
|
Withholding. Under U.S. federal income tax laws, the Depositary may be required to withhold a portion of the amount of any payments made to certain stockholders or other payees pursuant to the tender offer. In order to avoid such backup withholding (currently at a rate of 24%), each tendering stockholder or payee that is a United States person (for U.S. federal income tax purposes), must provide the Depositary with such stockholder’s or payee’s correct taxpayer identification number (“TIN”) and certify that such stockholder or payee is not subject to such backup withholding by completing the attached IRS Form W-9. Certain stockholders or payees (including, among others, corporations and certain foreign persons) are not subject to these backup withholding requirements. Exempt stockholders or other payees that are United States persons (for U.S. federal income tax purposes) should indicate their exempt status on the attached IRS Form W-9.
|
11.
|
Irregularities. The Company will determine all questions as to Purchase Price, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of shares. The Company reserves the right to reject any or all tenders of shares it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the right to waive any defect or irregularity in the tender of any particular shares. No tender of shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. None of the Company, the Information Agent, the Depositary or any other person is or will be under any duty to give notification of any defect or irregularity in tenders, and none of them will incur any liability for failure to give any such notice.
|
12.
|
Requests for Assistance or Additional Copies. Questions and requests for assistance or additional copies of the Offer to Purchase and this Letter of Transmittal should be directed to the Information Agent at its address and telephone number set forth below.
|
13.
|
Lost, Stolen, Destroyed or Mutilated Certificates. If your certificate or certificates for part or all of your shares has been lost, stolen, destroyed or mutilated, you should call Computershare Trust Company, N.A., as Depositary, at (800) 368-5948 regarding the requirements for replacement at the address set forth on the cover page of this Letter of Transmittal. You may be required to post a bond to secure against the risk that the certificates may be subsequently recirculated. You are urged to contact the Depositary immediately in order to receive further instructions, for a determination as to whether you will need to post a bond and to permit timely processing of this documentation.
|
14.
|
Conditional Tenders. As described in Sections 1 and 6 of the Offer to Purchase, stockholders may condition their tenders on all or a minimum number of their tendered shares being purchased. If you wish to make a conditional tender, you must indicate this in the box captioned “Conditional Tender” in this Letter of Transmittal or, if applicable, the Notice of Guaranteed Delivery. In the box in this Letter of Transmittal or the Notice of Guaranteed Delivery, you must calculate and appropriately indicate the minimum number of shares that must be purchased if any are to be purchased.
|
If delivering by mail:
Computershare Trust Company, N.A.
Attn: Corporate Actions Voluntary Offer
P.O. Box 43011
Providence, Rhode Island 02940-3011
|
| |
If delivering by express mail, courier
or any other expedited service:
Computershare Trust Company, N.A.
Attn: Corporate Actions Voluntary Offer
150 Royall Street, Suite V
Canton, MA 02021
|
(1)
|
SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER
|
|
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
|
| |||||||||||||||
|
☐ $24.00
|
| |
☐ $24.25
|
| |
☐ $24.50
|
| |
☐ $24.75
|
| |
☐ $25.00
|
| |
☐ $25.25
|
|
|
☐ $25.50
|
| |
☐ $25.75
|
| |
☐ $26.00
|
| |
☐ $26.25
|
| |
|
| |
|
|
(2)
|
SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER
|
☐
|
The undersigned wants to maximize the chance of having the Company purchase shares the undersigned is tendering (subject to the proration and priority provisions of the tender offer). Accordingly, by checking this box instead of one of the price boxes above, the undersigned hereby tenders shares at, and is willing to accept, the Purchase Price determined by the Company in accordance with the terms of the tender offer. THE UNDERSIGNED UNDERSTANDS THAT THIS ELECTION MAY LOWER THE PURCHASE PRICE PAID FOR SHARES IN THE TENDER OFFER AND COULD RESULT IN THE TENDERED SHARES BEING PURCHASED AT THE MINIMUM PRICE OF $24.00 PER SHARE.
|
☐
|
is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered.
|
☐
|
| |
The minimum number of shares that must be purchased, if any are purchased, is: shares
|
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If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her shares and checked the box below:
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☐
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The tendered shares represent all shares held by the undersigned.
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Certificate Nos. (if available):
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If shares will be tendered by book-entry transfer:
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Name of Tendering Institution:
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Account No.
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Signature(s)
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Dated: , 2021
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Please type or print:
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(Name(s) of Stockholders)
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(Address(es))
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(Zip Code(s))
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(Area Code(s) and Telephone No(s).)
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(Taxpayer ID No(s). or Social Security No(s).)
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(Name of Firm)
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(Authorized Signature)
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(Name)
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(Address)
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(Area Code and Telephone No.)
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1.
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Offer to Purchase;
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2.
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A form of letter that you may send to your clients for whose accounts you hold shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the tender offer.
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3.
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Letter, dated May 21, 2021, from Peter J. Johnson, President and Chief Executive Officer of the Company;
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4.
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Letter of Transmittal for your use and for the information of your clients; and
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5.
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Notice of Guaranteed Delivery to be used to accept the tender offer if the shares and all other required documents cannot be delivered to the Depositary by the Expiration Time (as defined in the Offer to Purchase) or if the procedures for book-entry transfer cannot be completed on a timely basis.
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•
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the certificates for the shares or confirmation of receipt of the shares under the procedure for book-entry transfer, together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or an “Agent’s Message” (as defined in the Offer to Purchase) in the case of a book-entry transfer, and any other documents required by the Letter of Transmittal, must be received prior to 5:00 p.m., New York City time, by the Depositary at its address set forth on the back cover page of this document; or
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•
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the tendering stockholder must comply with the guaranteed delivery procedures, all in accordance with the Offer to Purchase and the related Letter of Transmittal.
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•
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first, from all stockholders (other than any shares tendered by participants in the Opportunity Bank of Montana Employee Stock Ownership Plan) of “odd lots” (persons who own fewer than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them before the expiration of the tender offer;
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•
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second, subject to the conditional tender provisions described in Section 6 of the Offer to Purchase, on a pro rata-basis, with appropriate adjustment to avoid purchases of fractional shares, from all other stockholders who properly tender shares at or below the Purchase Price and do not properly withdraw them before the expiration of the tender offer; and
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•
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third, if necessary to permit the Company to purchase shares having an aggregate purchase price of $6,000,000 (or such greater amount as the Company may elect to purchase, subject to applicable law), from holders who have tendered shares at or below the Purchase Price subject to the condition that a specified minimum number of the stockholder’s shares be purchased if any of the stockholder’s shares are purchased in the tender offer (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have
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1.
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The tender offer, the proration period and withdrawal rights expire 5:00 p.m., New York City time, on June 22, 2021 unless the tender offer is extended or terminated by the Company.
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2.
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The tender offer is not conditioned upon any minimum number of shares being tendered. The tender offer is, however, subject to certain conditions set forth in the Offer to Purchase. See Section 7 of the Offer to Purchase.
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3.
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The tender offer is for shares with an aggregate purchase price of up to $6,000,000. Assuming that the tender offer is fully subscribed, if the Purchase Price per share is equal to the tender offer’s minimum price per share of $24.00 the Company would purchase 250,000 shares and if the Purchase Price per share is equal to the tender offer’s maximum price of $26.25 the Company would purchase 228,571shares, representing approximately 3.4% and 3.7%, respectively, of its outstanding shares as of May 19, 2021.
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4.
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Tendering stockholders who are registered stockholders or who tender their shares directly to Computershare Trust Company N.A., the Depositary, will not be obligated to pay any brokerage commissions or fees to the Company, solicitation fees, or, except as set forth in the Offer to Purchase and the related Letter of Transmittal, stock transfer taxes on the Company’s purchase of shares pursuant to the tender offer.
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5.
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If you hold beneficially or of record an aggregate of fewer than 100 shares, and you instruct us to tender on your behalf all such shares before the Expiration Time at or below the Purchase Price and check the box captioned “Odd Lots” on the attached Instruction Form, the Company will accept all such shares for purchase before proration, if any, of the purchase of other shares properly tendered at or below the Purchase Price and not properly withdrawn pursuant to the tender offer.
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6.
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If you wish to condition your tender upon the purchase of all shares tendered or upon the Company’s purchase of a specified minimum number of the shares which you tender, you may elect to do so and thereby avoid possible proration of your tender. To elect such a condition, complete the section captioned “Conditional Tender” in the attached Instruction Form.
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☐ $24.00
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☐ $24.25
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☐ $24.50
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☐ $24.75
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☐ $25.00
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☐ $25.25
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☐ $25.50
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☐ $25.75
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☐ $26.00
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☐ $26.25
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☐
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The undersigned wants to maximize the chance of having the Company purchase shares the undersigned is tendering (subject to the proration and priority provisions of the tender offer). Accordingly, by checking this box instead of one of the price boxes above, the undersigned hereby tenders shares at, and is willing to accept, the Purchase Price determined by the Company in accordance with the terms of the tender offer. THE
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By checking this box, the undersigned represents that it is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered.
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The minimum number of shares that must be purchased, if any are purchased, is: shares. If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his, her or its shares and checked the box below:
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The tendered shares represent all shares held by the undersigned.
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Signature(s):
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Name(s):
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(PLEASE PRINT)
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Taxpayer Identification Number or Social Security Number:
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Address(es), Including Zip Code:
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Area Code(s)/Phone
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Number(s):
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Date:
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Sincerely,
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Peter J. Johnson
President and Chief Executive Officer
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1.
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Eagle has set the tender offer price range at not greater than $26.25 nor less than $24.00 per share.
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2.
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Stockholders may tender their shares by following the instructions contained in the Offer to Purchase, which was filed with the U.S. Securities and Exchange Commission today. Employee stockholders in our ESOP will receive special instructions.
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To tender shares, a stockholder chooses a price within the specified range at which they are willing to sell some or all of their shares. Or stockholders may choose to sell shares without choosing a price. If the stockholder does not specify a price, the stockholder is agreeing to sell at the final single purchase price within the range, which will increase the likelihood that those shares are repurchased.
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4.
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Eagle determines the purchase price, which will be the lowest price within the previously set range at which we can purchase up to $6 million of shares of common stock.
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first, from all holders of “odd lots” (holders of fewer than 100 shares, not including any shares held in the ESOP) who properly tender all their shares at or below the Purchase Price and do not properly withdraw them before the Expiration Time;
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second, on a pro rata basis, with appropriate adjustment to avoid purchases of fractional shares, from all other stockholders who properly tender shares at or below the Purchase Price, other than stockholders who tender conditionally and whose conditions are not satisfied; and
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third, if necessary to permit the Company to purchase shares having an aggregate purchase price of $6,000,000 (or such greater amount as we may elect to purchase, subject to applicable law), from
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By Mail:
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By Overnight Mail:
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Corporate Actions Voluntary Offer
P.O. Box 43011
Providence, RI 02940-3011
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Corporate Actions Voluntary Offer
150 Royall Street
Suite V
Canton, MA 02021
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☐
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Tender a portion (1%-99%, Whole Percentage only) of shares. If this box is selected but you fail to insert a (whole) percentage, your election will be treated as an election NOT to tender any of your shares.
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☐
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Tender all Shares. Please note that by checking this box you are also authorizing the tender of any additional Shares that may be purchased for your account in the ESOP prior to the Expiration Date.
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☐
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I want to maximize the chance of having the Company accept for purchase all of the Shares that I am tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the boxes in Box B, I hereby direct the Trustees to tender Shares at, and am willing to accept, the purchase price determined by the Company in accordance with the terms of the Offer. This action could result in receiving a price per Share as low as $24.00.
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☐ $24.00
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☐ $24.25
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☐ $24.50
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☐ $24.75
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☐ $25.00
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☐ $25.25
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☐ $25.50
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☐ $25.75
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☐ $26.00
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☐ $26.25
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Participant Name:
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Participant Address:
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Signature of Participant:
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Dated: , 2021
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Social Security Number:
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Daytime Telephone Number: ( )
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☐
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Minimum number of Shares that must be purchased from the tendering participant, if any are purchased is:
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☐
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The tendered Shares represent all Shares held by the undersigned.
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Contacts:
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Peter J. Johnson, President and CEO
(406) 457-4006
Laura F. Clark, EVP and CFO
(406) 457-4007
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EAGLE BANCORP MONTANA, INC.
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By:
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/s/ Peter J. Johnson
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Peter J. Johnson
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President and Chief Executive Officer
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PETER J. JOHNSON, not in his individual or corporate capacity, but solely in his capacity as Trustee of the Opportunity Bank of Montana Employee Stock
Ownership Trust
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By:
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/s/ Peter J. Johnson
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MAUREEN RUDE, not in her individual or corporate capacity, but solely in her capacity as Trustee of the Opportunity Bank of Montana Employee Stock
Ownership Trust
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By:
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/s/ Maureen Rude
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LAURA F. CLARK, not in her individual or corporate capacity, but solely in her capacity as Trustee of the Opportunity Bank of Montana Employee Stock
Ownership Trust
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By:
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/s/ Laura F. Clark
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MARK O’NEILL, not in his individual or corporate capacity, but solely in his capacity as Trustee of the Opportunity Bank of Montana Employee Stock
Ownership Trust
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By:
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/s/ Mark O’Neill
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