Community First Bankshares (NASDAQ:CFBX)
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BancWest Corporation Will Acquire Community First Bankshares, Inc.
Community First National Bank Will Merge Into Bank of the West
HONOLULU, SAN FRANCISCO and FARGO, N.D., March 16
/PRNewswire-FirstCall/ -- BancWest Corporation announced today that ithas
signed a definitive agreement to acquire Community First Bankshares, Inc. .
BancWest will pay $32.25 for each Community First share in a cash transaction
valued at $1.2 billion.
Community First Bankshares is the parent company of Community First National
Bank, which operates 155 branches in 12 states in the Southwest, Rocky
Mountains, Great Plains and east to Minnesota, Iowa and Wisconsin. As of
December 31, 2003, Community First Bankshares had total assets of $5.5 billion,
deposits of $4.4 billion and loans of $3.3 billion. In 2003, the company earned
$75 million with an ROE of 20.5%.
BancWest is a bank holding company whose principal subsidiaries are Bank of the
West and First Hawaiian Bank. Since 2001, BancWest has been a wholly owned
subsidiary of BNP Paribas. Later this year, Community First branches will
become part of Bank of the West, adding 10 new states to Bank of the West's
footprint. Bank of the West presently has 296 branches in six Western states,
following a series of 13 successful acquisitions since 1990.
The acquisition expands BancWest's retail operations into the Midwest and
solidifies its position as one of the premier financial services franchises in
the Western United States. Following the acquisition, BancWest will have $44
billion in assets and serve 3.4 million accounts through more than 500 branches
in 17 states, Guam and Saipan.
"Community First has a philosophy of local decision-making, supporting their
communities and building long-term client relationships -- a perfect match for
Bank of the West. Because there is virtually no geographic overlap in our
branch structures, this is a transaction that's about building, not cutting,"
said Don J. McGrath, president of BancWest and chief executive officer of Bank
of the West. "Community First operates in growing states that complement our
existing footprint, and we will also add to our market share in California and
New Mexico."
"Although the sign on the door will change, Community First customers will find
the same familiar faces in their branches. And they'll receive the same
personal service that they're used to, because that's also been a Bank of the
West tradition for 130 years," said McGrath.
"This is a union of two complementary and compatible banks that makes sense both
strategically and financially. Community First's strength in SBA lending,
indirect auto lending, centralized processing and customer-oriented branches
fits Bank of the West perfectly. This transaction will give us theopportunity
to offer our brand of community banking and superior customer service to a
broader region of the United States," said Walter A. Dods, Jr. Chairman and
Chief Executive Officer of BancWest.
Mark A. Anderson, Community First President and Chief Executive Officer, added:
"This proposed merger represents a compelling opportunity for Community First
clients, shareholders, and employees. Our customers will continue to enjoy the
community focus and personal relationships that have been synonymous with
Community First. Customers will also have access to a broader line of consumer
and commercial products and services. This transaction, in our opinion,
represents a good value for our shareholders. In addition, our employees would
benefit from being part of a larger, growing organization. One of the shared
values of Community First and Bank of the West has been a long-standing
commitment to the communities in which they are located. We are pleased that
this tradition of community support will continue."
The combined banks will have strengthened offerings in:
* Community banking: Both offer decentralized decision-making and
personal service to individuals and small and medium-sized businesses.
Both emphasize customer service and cross-selling in branches, with
centralized backup operations.
* Consumer finance, including loans for automobiles, RVs and pleasure
boats.
* Small-business lending, including SBA-guaranteed loans.
* Church lending: Bank of the West is the largest specialty lender to
churches among American banks.
* Agribusiness banking: Bank of the West is already the fourth-largest
U.S. bank for agribusiness lending.
* Residential lending.
* Insurance.
The $1.2-billion purchase price is equivalent to 16 times 2003 earnings and
represents a 14% premium to the average closing stock price of Community First
over the past three months.
The boards of directors of BancWest Corporation and Community First Bankshares
have approved the transaction. The transaction also has been approved by the
board of BancWest's parent, BNP Paribas. The merger requires approval from
Community First shareholders and federal and state banking regulators. Once all
regulatory approvals have been received, the merger is expected to close during
the third quarter of 2004, at which time Community First branches will become
part of Bank of the West.
About Community First Bankshares, Inc.
Community First Bankshares, Inc. is abank holding company that operates
Community First National Bank, which has 155 offices in 12 states -- Arizona,
California, Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota, South
Dakota, Utah, Wisconsin and Wyoming. The banking offices are community banks
that provide a full range of commercial and consumer banking services primarily
to businesses and individuals in small and medium-sized communities and the
surrounding market areas. Community First also owns insurance agencies in 47
communities operated through Community First Insurance, Inc.
About Bank of the West
Bank of the West (http://www.bankofthewest.com/) has $29 billion in assets and
296 branches in California, Oregon, New Mexico, Nevada, Washington state and
Idaho. Founded in San Jose in 1874 as Farmers National Gold Bank, Bank of the
West is the third-largest commercial bank headquartered in California.
About BancWest Corporation
BancWest Corporation (http://www.bancwestcorp.com/) is a bank holding company
with assets of $38.4 billion. It is headquartered in Honolulu, Hawaii, with an
administrative headquarters in San Francisco, California. Besides Bank of the
West, BancWest's other principal subsidiary is First Hawaiian Bank (56 branches
in Hawaii, two in Guam and one in Saipan). BancWest is a wholly owned
subsidiary of BNP Paribas. BNP Paribas, headquartered in Paris, is the most
profitable bank in the Euro zone and among the 10 largest banks in the world
based on asset size.
This release contains forward-looking statements, including statements regarding
anticipated timing of the transaction and possible performance of the combined
company after the transaction is completed. Such statements reflect
management's best judgment as of this date, but they involve risks and
uncertainties that could cause actual results to differ materially from those
presented. Factors that could cause such differences include, without
limitation, (1) the possibility that regulatory approvals may be delayed or
denied or that burdensome conditions may be imposed in connection with such
approvals; (2) the possibility of customer or employee attrition following this
transaction; (3) failure to fully realize expected cost savings from the
transaction; (4) lower than expected revenues following the transaction; (5)
problems or delays in bringing together the two companies; (6) the possibility
of adverse changes in global, national or local economic or monetary conditions,
(7) competition and change in the financial services business, and (8) other
factors described in our recent filings with the Securities and Exchange
Commission. Those factors or others could result, for example, in delay or
termination of the transaction discussed above. Readers should carefully
consider those risks and uncertainties in reading this release. Except as
otherwise required by law, BancWest and Community First Bankshares disclaim any
obligation to update any forward-looking statements included herein to reflect
future events or developments.
In connection with the proposed transaction, Community First will be filing
proxy statements and other materials with the Securities and Exchange
Commission. Investors are urged to read the proxy statement and these materials
when they are available because they contain important information.
Community First and its officers and directors may be deemed to be participants
in the solicitation of proxies with respect to the proposed transaction matters.
Information regarding such individuals is included in Community First's proxy
statements and Annual Reports on Form 10-K previously filed with the Securities
and Exchange Commission, and in the proxy statement relating to the merger when
it becomes available. Investors may obtain a free copy of the proxy statements
and other relevant documents when they become available as well as other
materials filed with the Securities and Exchange Commission concerning Community
First and these individuals at the Securities and Exchange Commission's website
at http://www.sec.gov/. These materials and other documents may also be
obtained for free from: Community First Bankshares, Inc., 520 Main Avenue,
Fargo, North Dakota 58124, Attn: Investor Relations.
DATASOURCE: BancWest Corporation; Community First Bankshares, Inc.
CONTACT: media & analysts, Jeff Wilhoit, +1-312-640-6757, or Carol
Renner, +1-701-298-5709, both for Community First Bankshares, Inc.; or Gerry
Keir, +1-808-282-2768, John Stafford, +1-925-942-8370, or Brandt Farias,
+1-808-341-1477, all of BancWest Corporation
Web site: http://www.bankofthewest.com/
Web site: http://www.bancwestcorp.com/