Western Alliance Bancorporation (NYSE:WAL) and Western Liberty
Bancorp (NASDAQ:WLBC) announced today that they have signed a
definitive agreement pursuant to which Western Alliance
Bancorporation will acquire Western Liberty Bancorp. Immediately
following the completion of the acquisition, Western Liberty’s
principal operating subsidiary, Service1st Bank of Nevada, will
merge with and into Bank of Nevada, a wholly-owned subsidiary of
Western Alliance Bancorporation.
The Agreement provides that each shareholder of Western Liberty
Bancorp may elect to receive either $4.02 in cash or 0.4341 of a
share of Western Alliance Bancorporation for each Western Liberty
share owned (based on existing shares of Western Liberty stock
outstanding as of the date hereof and assuming the conversion of
outstanding restricted stock units), subject to certain collar and
proration provisions. The exchange is expected to be tax free, to
the extent shareholders receive shares of Western Alliance
Bancorporation. In aggregate, the transaction is valued at
approximately $55 million.
Robert Sarver, Chairman and Chief Executive Officer of Western
Alliance Bancorporation, commented, “This transaction further
strengthens our capital position, increases our core deposits, and
enables us to further leverage our existing infrastructure in Las
Vegas. We expect the transaction to be immediately accretive to our
tangible book value.”
Bruce Hendricks, Chief Executive Officer of Bank of Nevada,
added, “With significant customer overlap between Bank of Nevada
and Service1st Bank, we anticipate quickly integrating the two
institutions, giving added convenience and services to clients of
Service1st.”
“By joining a strong, service-oriented regional banking
franchise, we add greater lending capacity for our customers and
new opportunities for growth for the bank. I am confident that both
our organizations will benefit from this combination,” said William
Martin, Chief Executive Officer of Western Liberty Bancorp. “As we
considered all of our strategic growth options, it became clear
that choosing to partner with Western Alliance can provide the
greatest benefits and opportunities for our stockholders,
employees, customers, and the communities we serve.”
This transaction has been approved by the board of directors of
each company and is subject to certain terms and conditions,
including approval by stockholders of Western Liberty Bancorp and
banking regulatory authorities. It is expected to be completed in
the fourth quarter 2012.
About Western Alliance Bancorporation
With $7.2 billion in assets, Western Alliance Bancorporation is
the parent company of Bank of Nevada, Western Alliance Bank doing
business as Alliance Bank of Arizona and First Independent Bank,
Torrey Pines Bank, and Shine Investment Advisory Services. These
dynamic organizations provide a broad array of deposit and credit
services to clients in Nevada, Arizona and California, and
investment services in Colorado. Staffed with experienced financial
professionals, these organizations deliver a broader product array
and larger credit capacity than community banks, yet are empowered
to be more responsive to customers' needs than larger institutions.
Additional investor information can be accessed on the Investor
Relations page of the company's website,
www.westernalliancebancorp.com.
About Western Liberty Bancorp
With $199 million in assets, Western Liberty Bancorp is a Nevada
bank holding company which conducts operations through Service1st
Bank of Nevada, its wholly-owned banking subsidiary, and Las Vegas
Sunset Properties. Service1st Bank operates as a traditional
community bank and provides a full range of deposit, lending and
other banking services to locally-owned businesses, professional
firms, individuals and other customers from its headquarters and
two retail banking facilities located in the greater Las Vegas
area. Services provided include basic commercial and consumer
depository services, commercial working capital and equipment
loans, commercial real estate loans, and other traditional
commercial banking services. Primarily all of the bank’s business
is generated in the Nevada market.
Additional Information
The proposed transaction will be submitted to the stockholders
of Western Liberty for their consideration. In connection with the
proposed merger with Western Liberty Bancorp, Western Alliance will
file with the Securities and Exchange Commission (the “SEC”) a
Registration Statement on Form S-4 that will include a proxy
statement of Western Liberty that also constitutes a prospectus of
Western Alliance. Western Liberty will mail the proxy
statement/prospectus to its stockholders. Investors and security
holders are urged to read the proxy statement/prospectus regarding
the proposed merger when it becomes available, as well as other
documents filed with the SEC, because they will contain important
information. You may obtain a free copy of the proxy
statement/prospectus (when available) and other related documents
filed by Western Alliance and Western Liberty with the SEC at the
SEC’s website at www.sec.gov. The proxy statement/prospectus (when
it is available) and the other documents may also be obtained for
free by accessing Western Alliance’s website at
www.westernalliancebancorp.com under the tab “Investor Relations”
and then under the heading “Financial Documents” or by accessing
Western Liberty’s website at www.westernlibertybank.com under the
tab “Investor Relations” and then under the heading “Financial
Information”.
Western Alliance, Western Liberty and their respective
directors, executive officers and certain other members of
management and employees may be soliciting proxies from Western
Liberty stockholders in favor of the merger with Western Alliance.
Information regarding the persons who may, under the rules of the
SEC, be considered participants in the solicitation of the Western
Liberty stockholders in connection with the proposed merger will be
set forth in the proxy statement/prospectus when it is filed with
the SEC.
You can find information about the executive officers and
directors of Western Alliance in its Annual Report on Form 10-K for
the year ended December 31, 2011 and in its definitive proxy
statement filed with the SEC on March 16, 2012, as
supplemented. You can find information about Western Liberty’s
executive officers and directors in its Annual Report on Form 10-K
for the year ended December 31, 2011 and in its definitive
proxy statement filed with the SEC on April 26, 2012. You can
obtain free copies of these documents from Western Alliance or
Western Liberty using the information above.
This communication shall not constitute an offer to sell or
the solicitation of an offer to sell or the solicitation of an
offer to buy any securities.
Cautionary Note Regarding Forward-Looking Statements
This release contains forward-looking statements that relate to
expectations, beliefs, projections, future plans and strategies,
anticipated events or trends and similar expressions concerning
matters that are not historical facts. The forward-looking
statements contained herein reflect our current views about future
events and financial performance and are subject to risks,
uncertainties, assumptions and changes in circumstances that may
cause our actual results to differ significantly from historical
results and those expressed in any forward-looking statement. Some
factors that could cause actual results to differ materially from
historical or expected results include: failure of the parties to
satisfy the closing conditions in either merger agreement in a
timely manner or at all; failure of the shareholders of Western
Liberty to approve the applicable merger agreement; failure to
obtain governmental approvals for the merger; disruptions to the
parties’ businesses as a result of the announcement and pendency of
the merger; costs or difficulties related to the integration of the
business following the merger; factors listed in the Form 10-K as
filed with the SEC; changes in general economic conditions, either
nationally or locally in the areas in which we conduct or will
conduct our business; inflation, interest rate, market and monetary
fluctuations; increases in competitive pressures among financial
institutions and businesses offering similar products and services;
higher defaults on our loan portfolio than we expect; changes in
management’s estimate of the adequacy of the allowance for credit
losses; legislative or regulatory changes or changes in accounting
principles, policies or guidelines; management’s estimates and
projections of interest rates and interest rate policy; the
execution of our business plan; and other factors affecting the
financial services industry generally or the banking industry in
particular.
We do not intend and disclaim any duty or obligation to update
or revise any industry information or forward-looking statements
set forth in this press release to reflect new information, future
events or otherwise.
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