Central Bancompany, Inc., (Central) has entered into a definitive merger agreement pursuant to which it will acquire Liberty Bancorp, Inc. (OTC-Pink:LBCP) (Liberty), the holding company for BankLiberty. Under the terms of the merger agreement, BankLiberty will also be merged into Central Bancompanys affiliate bank, Central Bank of the Midwest, headquartered in Lees Summit, Missouri, subject to the receipt of all required state and federal regulatory approvals, the approval of Libertys shareholders and the satisfaction of customary closing conditions.
Under the terms of the definitive agreement, Liberty common shareholders will receive $42.00 in cash for each share of Liberty common stock they own. Liberty option holders will also receive cash equal to the difference between $42.00 per share and the exercise price of their in-the-money options. The aggregate deal value is $103.7 million.
Brent Giles, Chairman and CEO of Liberty, stated, “We are excited to join Central Bank of the Midwest and continue our longstanding commitment to the community, with greater resources and financial services for our existing customers and employees, as part of the Central Bank family in the Northland.”
Bill Ferguson, President and CEO of Central Bank of the Midwest, said, This opportunity allows us to expand our footprint north of the river in Kansas City, an area we have wanted to be in for some time. We are excited to join BankLiberty in making this partnership a reality in the Northland. Their commitment to financial strength and local decision-making is a perfect fit for our Central Bank family.
At the closing of the transaction, it is anticipated that Central Bank of the Midwest will have combined assets totaling $2.3 billion, with $1.7 billion in loans and $1.9 billion in deposits. The addition of 13 branches in the Northland and Independence areas will bring the total number of Central Bank of the Midwest branches to 46, reaching 25 communities across Greater Kansas City and Lawrence.
Upon completion of the acquisition, customers of Central Bank of the Midwest will have access to more than 150 branches and a nationwide network of ATMs under the dogwood logo and through the MoneyPass network.
The transaction is expected to be completed in the third quarter of 2019. Completion of the transaction is subject to approval by regulatory authorities and Libertys shareholders, as well as certain other closing conditions. In connection with the definitive agreement, Central entered into voting agreements with the members of the Board of Directors of Liberty. Subject to the terms and conditions of the voting agreements, these parties have agreed to vote their shares in favor of the transactions contemplated by the definitive agreement.
Raymond James & Associates, Inc. served as financial advisor on the transaction to Liberty and Kilpatrick Townsend & Stockton LLP served as legal advisor.
About Central Bancompany
Central Bancompany is a more than $13 billion, Missouri-based bank holding company with 13 full-service community banks and more than 250 locations in 67 communities serving consumers and businesses in Missouri, Kansas, Illinois, Oklahoma, and Colorado. The Central Bancompany family of banks are The Central Trust Bank, Central Bank of Boone County, Central Bank of Lake of the Ozarks, Central Bank of Moberly, Central Bank of the Ozarks, Central Bank of Warrensburg, Central Bank of Audrain County, Central Bank of St. Louis, Jefferson Bank of Missouri, Central Bank of the Midwest, Central Bank of Oklahoma, Central Bank of Branson, and Central Bank of Sedalia. Affiliate companies include Central Trust Company, Central Technology Services, Central Investment Advisors, Central Mortgage Company, and Central Travel. For more information, visit www.centralbank.net.
About Liberty Bancorp, Inc.
Liberty Bancorp, Inc. (OTC-Pink: LBCP) is the holding company for BankLiberty, which is a full- service community bank offering deposit and loan services for businesses, families and individuals. With assets of $540.0 million as of December 31, 2018, BankLiberty has recently been named one of the strongest midsize banks in Kansas City by the Kansas City Business Journal, and has a five-star rating from Bauer Financial.
In connection with the proposed merger transaction, Liberty will prepare a Proxy Statement, as well as other relevant documents concerning the proposed transaction. The Proxy Statement will be mailed to the shareholders of Liberty, and shareholders of Liberty are urged to read the Proxy Statement and other relevant materials when they become available before voting on the merger.
The foregoing description of the merger agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the merger agreement, which will be included in the Proxy Statement.
The merger agreement is not intended to provide any other factual information about Central, Liberty or any of their affiliates. The representations and warranties contained in the merger agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the agreement, may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely upon the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of Central, Liberty or their affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the agreement, which subsequent information may or may not be fully reflected in public disclosures by Central or Liberty.
Liberty and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Liberty in favor of the merger. Information about the directors and executive officers of Liberty will be set forth in the Proxy Statement.
This press release does not constitute a solicitation of proxies.
Special Note Concerning Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identifiable by the use of words such as believe, expect, anticipate, plan, intend, estimate, may, will, would, could, should or other similar expressions. All statements in this document, including forward-looking statements, speak only as of the date they are made, and neither Central nor Liberty undertakes any obligation to update any statement in light of new information or future events.
A number of factors, many of which are beyond our ability to control or predict, could cause actual results to differ materially from forward-looking statements. These factors include, among others, the following: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by Libertys shareholders, on the expected terms and schedule; delay in closing the merger; changes in interest rates; national and regional economic conditions; legislative and regulatory changes; monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board; the size, quality and composition of the loan or investment portfolios; demand for loan products; deposit flows; competition; demand for financial services in our market area; changes in real estate market values in our market area; and changes in relevant accounting principles and guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Liberty Bancorp, Inc. Contact:
Brent M. Giles
Liberty Bancorp, Inc.
Bank of the Midwest Contact:
Central Bank of the Midwest