Washington Federal, Inc. and Luther Burbank Corporation Announce Receipt of Shareholder Approval for Merger
May 05 2023 - 4:00PM
Washington Federal, Inc. (NASDAQ: WAFD, “Washington Federal”), the
parent company of Washington Federal Bank (“WaFd Bank”), and Luther
Burbank Corporation (NASDAQ: LBC, “Luther Burbank”), the parent
company of Luther Burbank Savings, jointly announced today that, at
special meetings of their respective shareholders held on May 4,
2023, Washington Federal shareholders approved the issuance of
shares of Washington Federal’s common stock to the shareholders of
Luther Burbank pursuant to that certain Agreement and Plan of
Reorganization, dated as of November 13, 2022 (the “Merger
Agreement”), by and between Washington Federal and Luther Burbank,
and Luther Burbank’s shareholders approved the Merger Agreement,
the merger of Luther Burbank with and into Washington Federal, with
Washington Federal as the surviving corporation (the “Merger”), and
the compensation payable to the named executive officers of Luther
Burbank in connection with the Merger. The final results on the
proposals voted on at the special meetings of each company’s
shareholders held on May 4, 2023 will be set forth in the
companies’ separate Form 8-Ks to be filed with the U.S. Securities
and Exchange Commission after certification by each company’s
inspector of election.
The consummation of the Merger remains subject
to customary closing conditions, including receipt of required
regulatory approvals.
Brent Beardall, President and Chief Executive
Officer of Washington Federal, commented, “We are pleased to have
received approval of our shareholders and Luther Burbank’s
shareholders in connection with our pending acquisition of Luther
Burbank. These voting results affirm our belief that the
combination of Washington Federal and Luther Burbank will create
significant opportunities to enhance the banking experience for our
customers and drive increased long-term value for our shareholders.
Upon receipt of regulatory approval, we will be prepared to
efficiently execute on our integration plan and begin extending our
diversified banking products and services into our new communities
in California.”
Simone Lagomarsino, President and Chief
Executive Officer of Luther Burbank, commented, “We are very
pleased to have received shareholder approval in connection with
the merger. We continue to firmly believe that combining with
Washington Federal is in the best interests of all of our
stakeholders, including our shareholders and the communities we
serve. We are working collaboratively with Washington Federal on
expeditiously pursuing regulatory approval so that we can begin
executing on our closing and integration processes.”
About Washington Federal,
Inc.
Washington Federal is headquartered in Seattle,
Washington, and has 199 branches in eight western states. As of
March 31, 2023, Washington Federal had total assets of $22.3
billion, total loans of $17.3 billion and total deposits of $15.9
billion. Washington Federal conducts its business primarily through
its wholly-owned subsidiary, WaFd Bank.
To find out more about Washington Federal,
please visit its website www.wafdbank.com. Washington Federal uses
its website to distribute financial and other material information
about the Company.
About Luther Burbank
Corporation
Luther Burbank is headquartered in Santa Rosa,
California, and operates 10 full service branches in California, 1
full service branch in Washington, and several loan production
offices located throughout California. As of March 31, 2023, Luther
Burbank had total assets of $8.3 billion, total loans of $7.0
billion and total deposits of $5.6 billion. It operates primarily
through its wholly-owned subsidiary, Luther Burbank Savings, an
FDIC insured, California-chartered bank. Luther Burbank Savings
executes on its mission to improve the financial future of
customers, employees and shareholders by providing superior,
human-centered personal banking and business banking services.
To find out more about Luther Burbank, please
visit its website www.lutherburbanksavings.com. Luther Burbank uses
its website to distribute financial and other material information
about the Company.
Investor Relations Contacts:
Washington Federal, Inc.Brad GoodeChief
Marketing Officer(206) 626-8178Brad.Goode@wafd.com |
|
Luther Burbank CorporationBradley
SatenbergInvestor Relations(844)
446-8201investorrelations@lbsavings.com |
|
|
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Forward Looking Statements
This press release contains “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995 regarding the financial condition, results of
operations, business plans and the future performance of Washington
Federal and Luther Burbank. Words such as “anticipates,”
“believes,” “estimates,” “expects,” “forecasts,” “intends,”
“plans,” “projects,” “could,” “may,” “should,” “will” or other
similar words and expressions are intended to identify these
forward-looking statements. These forward-looking statements are
based on Washington Federal’s and Luther Burbank’s current
expectations and assumptions regarding Washington Federal’s and
Luther Burbank’s businesses, the economy, and other future
conditions. Because forward-looking statements relate to future
results and occurrences, they are subject to inherent
uncertainties, risks, and changes in circumstances that are
difficult to predict. Many possible events or factors could affect
Washington Federal’s or Luther Burbank’s future financial results
and performance and could cause actual results or performance to
differ materially from anticipated results or performance. Such
risks and uncertainties include, among others: the occurrence of
any event, change or other circumstances that could give rise to
the right of one or both of the parties to terminate the Merger
Agreement, the outcome of any legal proceedings that may be
instituted against Washington Federal or Luther Burbank, delays in
completing the Merger, the failure to obtain necessary regulatory
approvals (and the risk that such approvals may result in the
imposition of conditions that could adversely affect the combined
company or the expected benefits of the Merger Agreement) or to
satisfy any of the other conditions to the Merger on a timely basis
or at all, the possibility that the anticipated benefits of the
Merger are not realized when expected or at all, including as a
result of the impact of, or problems arising from, the integration
of the two companies or as a result of the strength of the economy
and competitive factors in the areas where Washington Federal and
Luther Burbank do business, the possibility that the Merger may be
more expensive to complete than anticipated, including as a result
of unexpected factors or events, diversion of management’s
attention from ongoing business operations and opportunities,
potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or
completion of the Merger, the ability to complete the Merger and
integration of Washington Federal and Luther Burbank successfully,
and the dilution caused by Washington Federal’s issuance of
additional shares of its capital stock in connection with the
Merger. Except to the extent required by applicable law or
regulation, each of Washington Federal and Luther Burbank
specifically disclaims any obligation to update such factors or to
publicly announce the results of any revisions to any of the
forward-looking statements included herein to reflect future events
or developments. Further information regarding Washington Federal,
Luther Burbank and factors which could affect the forward-looking
statements contained herein can be found in Washington Federal’s
Annual Report on Form 10-K for the fiscal year ended September 30,
2022 and its other filings with the SEC and in Luther Burbank’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2022 and its other filings with the SEC.
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