Glacier Bancorp, Inc. signed a definitive agreement to acquire Altabancorp from a group of shareholders for approximately $930 million.
Upon closing of the transaction, Altabank will become Glacier's 17th bank division, and will operate under its existing name. Altabancorp will be required to pay Glacier a termination fee of $35 million in case of termination of the agreement. The transaction is subject to regulatory approval, approval by FDIC or the Federal Reserve, the Montana Commissioner, the Utah Department of Financial Institutions, resignation of Altabancorp's Directors and officers, registration statement will have become effective, Glacier shares have been authorized for listing, Altabancorp shareholder approval, and other customary conditions of closing. The Boards of Glacier and Altabancorp unanimously approved the transaction. Glacier has obtained voting agreements from Altabancorp's Directors, Executive Officers and Principal Shareholders, including members of the Gunther family. Altabancorp Board unanimously recommends that holders of Altabancorp stock vote for the transaction.
The transaction is expected to close in the fourth quarter of 2021. As of September 17, 2021, the transaction is expected to close on October 1, 2021. The transaction will be immediately accretive to Glacier's tangible book value per share and immediately accretive to Glacier's earnings per share, excluding one-time transaction-related expenses. D.A. Davidson & Co. acted as financial advisor and Stephen M. Klein and David G. Post of Miller Nash Graham & Dunn LLP acted as legal counsels to Glacier. Altabancorp was advised by Keefe, Bruyette & Woods, A Stifel Company as financial advisor, Chip MacDonald, Peter E. Izanec and Justin A. Macke of Jones Day acted as legal advisor. Keefe, Bruyette & Woods, Inc. acted as fairness opinion provider to Altabancorp. American Stock Transfer & Trust Company, LLC acted as exchange agent to Glacier. Pursuant to the Keefe, Bruyette & Woods engagement agreement, Altabancorp agreed to pay Keefe, Bruyette & Woods a cash fee equal to 1.075% of the aggregate merger consideration, $1 million of which became payable to Keefe with the rendering of KBW's opinion and the balance of which is contingent upon the closing of the merger.