Eagle Bancorp Montana, Inc SC TO-I/A, filed Jun 29, 2021
Eagle Bancorp Montana, Inc. (EBMT)
SC TO-I/A
2021-06-29
View Original
Added on
October 19, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 2)
Tender Offer Statement under Section 14(d)(1) or Section 13(e)(1)
of the Securities Exchange Act of 1934
EAGLE BANCORP MONTANA, INC.
(Name of Subject Company (issuer))
EAGLE BANCORP MONTANA, INC.
(Name of Filing Persons (offeror))
Common Stock, Per Value $0.01 per share
(Title of Class of Securities)
26942G100
(CUSIP Number of Class of Securities)
Mr. Peter J. Johnson
Eagle Bancorp Montana, Inc.
1400 Prospect Avenue
Helena, Montana 59601
(406) 442-3080
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
with copies to:
Lloyd H. Spencer, Esq.
Nixon Peabody LLP
799 9th Street, N.W., Suite 500
Washington D.C. 20001
Telephone: (202) 585-8000
CALCULATION OF FILING FEE
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Transaction valuation*
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Amount of filing fee**
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$ 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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| ☒ |
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: $654.60
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Filing Party: Eagle Bancorp Montana, Inc.
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Form or Registration No.: Schedule TO
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Date Filed: May 21, 2021
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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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Check the appropriate boxes below to designate any transactions to which the statement relates:
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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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Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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☐
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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| ☐ |
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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INTRODUCTORY STATEMENT
This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed with the Securities and Exchange Commission on May 21, 2021 by
Eagle Bancorp Montana, Inc. (the “Company”) in connection with its offer to purchase for cash up to $6,000,000 of its common stock, $0.01 par value per share (the “shares”),
at a price per share of not less than $24.00 and not more than $26.25 in cash, without interest and subject to any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 21, 2021 (as
amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of
Transmittal”), which together constitute the “tender offer”.
The information in the Offer, including all schedules and annexes thereto, which was previously filed with the Schedule TO is hereby expressly incorporated by reference into this Amendment, except that such information is hereby amended and
supplemented to the extent specifically provided in this Amendment.
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Item 11.
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Additional Information
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Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:
On June 29, 2021, the Company issued a press release announcing the final results of the Offer, which expired at 5:00 p.m. New York City time on June 22, 2021. A copy of the press release is filed as Exhibit (a)(5)(iii)
to this Schedule TO and 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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(a)(1)(i)*
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Offer to Purchase, dated May 21, 2021
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(a)(1)(ii)*
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Form of Letter of Transmittal
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(a)(1)(iii)*
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Notice of Guaranteed Delivery
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(a)(1)(iv)*
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Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated May 21, 2021
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(a)(1)(v)*
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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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(a)(1)(vi)*
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Letter to stockholders from President and Chief Executive Officer of the Company, dated May 21, 2021
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(a)(1)(vii)*
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Email communication to employees, dated May 21, 2021
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(a)(1)(viii)*
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Summary Advertisement, dated May 21, 2021
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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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(a)(5)(i)*
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Press release announcing the Tender Offer, dated May 21, 2021
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(a)(5)(ii)**
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Press release announcing preliminary results of the Offer, dated June 23, 2021
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Press release announcing final results of the Offer, dated June 29, 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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(d)(1)*
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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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(d)(2)
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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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(d)(3)
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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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(d)(4)
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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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(d)(5)
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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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(d)(6)
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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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(d)(7)
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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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Previously filed with the Schedule TO on May 21, 2021
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**
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Previously filed with the Schedule TO (Amendment No. 1) on June 23, 2021
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***
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Filed herewith
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 29, 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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Exhibit (a)(5)(iii)
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Contacts:
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Peter J. Johnson, President and CEO
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(406) 457-4006
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Laura F. Clark, EVP and CFO
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(406) 457-4007
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Eagle Bancorp Montana, Inc. Announces Results of its Modified Dutch Auction Tender Offer
Helena, Montana – June 29, 2021 – Eagle Bancorp Montana, Inc. (NASDAQ: EBMT), (the “Company” or “Eagle”) announced today the final results of its modified “Dutch auction”
tender offer (the “Tender Offer”) to purchase for cash up to $6,000,000 of shares of its common stock (the “Common Stock”) at a price per share not less than $24.00 and not greater than $26.25, which expired at 5:00 p.m., New York City time, on
June 22, 2021.
Based on the final count by Computershare Trust Company, N.A., the depositary for the Tender Offer, a total of 846,965 shares of common stock were properly tendered and not withdrawn at a price at or below $26.25 per
share. Because the tender offer was oversubscribed, shares were accepted from tendering stockholders on a pro rata basis (other than with respect to tendering odd lot holders whose entire tender was accepted pursuant to the terms of the Tender
Offer) so that the Company has accepted for purchase 250,000 shares of its common stock at a price of $24.00 per share. The Company has been informed by the depositary that the proration factor for the Tender Offer is approximately 93.1 percent.
The aggregate purchase price for the shares purchased in the Tender Offer is approximately $6,000,000, excluding fees and expenses relating to the Tender Offer. These shares represent approximately 3.7 percent of the
shares outstanding. The depositary will promptly pay for the shares accepted for purchase, and return shares not accepted for purchase.
The information in this press release describing the Tender Offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of Common Stock in the
Tender Offer. The Tender Offer was made only pursuant to the Offer to Purchase and the related materials that the Company filed with the SEC, as amended or supplemented. Stockholders who have questions or would like additional information about the
Tender Offer may contact the information agent for the tender offer, Mackenzie Partners, Inc., toll-free at (800) 322-2885.
About Eagle Bancorp Montana, Inc.
Eagle Bancorp Montana, Inc. is a bank holding company headquartered in Helena, Montana, and is the holding company of Opportunity Bank of Montana, a community bank established in 1922 that serves consumers and small
businesses in Montana through 23 banking offices. Additional information is available on the Bank’s website at www.opportunitybank.com. The shares of Eagle Bancorp Montana, Inc. are traded on the Nasdaq Global Market under the symbol
“EBMT.”
EBMT Press Release
June 29, 2021
Page 2
FORWARD-LOOKING STATEMENTS
The foregoing information should be read in conjunction with the financial statements, notes and other information contained in Eagle’s 2020 Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K. This press release contains statements about Eagle’s future that are not statements of historical fact. These statements are “forward looking statements” for purposes of applicable securities laws, and are based on current
information and/or management’s good faith belief as to future events. The words “estimate,” “believe,” “expect,” “anticipate,” “project,” and similar expressions signify forward-looking statements. Forward-looking statements should not be read as
a guarantee of future performance. By their nature, forward-looking statements involve inherent risk and uncertainties, which change over time; and actual performance could differ materially from those anticipated by any forward-looking statements.
In particular, any forward-looking statements are subject to risks and uncertainties related to the COVID-19 pandemic and the resulting governmental and societal responses. Eagle undertakes no obligation to update or revise any forward-looking
statement.
Note: Transmitted on Globe Newswire on June 29, 2021 at 6:45 a.m. MT.