We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Register for real-time alerts, custom portfolio, and market movers
| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| First Mutual Bancshares (MM) | NASDAQ:FMSB | NASDAQ | Common Stock |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0 | - |
|
Payment
of Filing Fee (Check the appropriate box):
|
||
|
x
|
No
fee required.
|
|
|
o
|
Fee
computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
|
|
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
|
|
|
|
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
|
|
|
|
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
|
|
|
|
|
|
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
|
|
|
|
|
|
(5)
|
Total
fee paid:
|
|
|
|
|
|
|
o
|
Fee
paid previously with preliminary materials.
|
|
|
o
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
|
|
(1)
|
Amount
Previously Paid:
|
|
|
|
|
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
|
|
|
|
|
|
(3)
|
Filing
Party:
|
|
|
|
|
|
|
(4)
|
Date
Filed:
|
|
|
|
|
|
| James R. Boudreau | Robin R. Carey | Paullette O’Connell |
|
Solicitor:
|
Have
you had a chance to review your Proxy
Statement?
|
|
Shareholder:
|
No.
|
|
Solicitor:
|
Please
let me take a moment to give you some background on the merger proposal
and explain why your vote in favor is so
important.
|
|
|
The
First Mutual board of directors and management have periodically
reviewed
and discussed the company’s business performance and strategic direction
as well as the short and long term prospects in the financial services
industry and the competitive landscape in the markets in which First
Mutual operates.
|
|
|
The
First Mutual board of directors and management has also at times
discussed
various potential strategic alternatives involving possible transactions,
acquisitions or other business combinations. In this regard, the
management of First Mutual has from time to time communicated informally
with representatives of other financial institutions regarding industry
trends and issues, their respective companies’ strategic direction and the
potential benefits and issues arising from potential business combinations
or other strategic transactions.
|
|
|
On
February 10, 2007, the management of First Mutual sent a memorandum
to the
board of directors outlining certain issues that First Mutual Bank
faced
in light of the current economic and operating environment, including
industry wide declines in net interest margin as well as the costs
of a
system conversion that management believed was necessary for First
Mutual
Bank. The memorandum also noted management succession issues at First
Mutual. Management believed that larger banking institutions would
be
better positioned to mitigate some of the issues they saw the banking
industry facing in the future.
|
|
|
A
special meeting of the First Mutual board of directors was held on
February 13, 2007 to review management’s memorandum. The board of
directors discussed the various issues raised in the memorandum and
following such discussion, authorized management to retain a nationally
recognized investment banking firm with particular knowledge and
focus on
community banks to provide First Mutual with advice regarding the
company’s strategic alternatives.
|
|
|
The
First Mutual management team reviewed the qualifications of several
investment banking firms and selected Keefe, Bruyette & Woods to
make a presentation to the board of directors regarding First Mutual’s
valuation and current market
conditions.
|
|
Shareholder:
|
What
are the specific reasons why First Mutual wants to
merge?
|
|
Solicitor:
|
The
board of directors considered all of the following factors equally
in
reaching its conclusion to approve the merger agreement with Washington
Federal:
|
|
§
|
The
First Mutual board of directors’ understanding of the business,
operations, financial condition, earnings and future prospects of
First
Mutual and First Mutual Bank.
|
|
§
|
The
current and prospective economic and competitive environment facing
First
Mutual and the community banking industry in general, including the
decline in net interest margins and unfavorable yield curve, evolving
trends in technology and the cost of such technology, and the increasing
importance of operational scale and financial resources in maintaining
efficiency and remaining competitive over the long
term.
|
|
§
|
Washington
Federal’s ability to pay the merger consideration and obtain regulatory
approval for the merger.
|
|
§
|
The
merger consideration to be paid to First Mutual shareholders for
their
shares in relation to the market value, book value, earnings per
share and
projected earning per share for First Mutual common
stock.
|
|
§
|
The
marketing and bidding process conducted by First Mutual and Keefe,
Bruyette & Woods, and the First Mutual board of directors’ belief
that a transaction with Washington Federal was the best overall
transaction available to First Mutual and it
shareholders.
|
|
§
|
The
fact that First Mutual shareholders will have an opportunity to elect
to
receive shares of Washington Federal common stock or cash, subject
to the
overall requirement that 50% of the First Mutual shares will be exchanged
for Washington Federal stock, which will generally be tax free for
federal
income tax purposes to the extent of the exchange of shares; and
50% will
be exchanged for cash, which will provide First Mutual shareholders
with
certainty regarding the value of their shares and allow First Mutual
shareholders to immediately realize the value of their
investment.
|
|
§
|
The
greater market liquidity of Washington Federal’s common stock relative to
First Mutual’s common stock.
|
|
§
|
The
review by the First Mutual board of directors with its financial
and legal
advisors of the structure of the transaction and the financial and
other
terms of the merger agreement, including the consideration offered
by
Washington Federal.
|
|
§
|
The
current senior executives of First Mutual and the need for future
management succession if First Mutual were to remain
independent.
|
|
§
|
The
nature of the respective markets, customers, asset/liability mix
and
operations of First Mutual and Washington
Federal.
|
|
§
|
The
reports of First Mutual’s management and the financial presentation by
Keefe, Bruyette & Woods to the board of directors concerning the
operations, earnings and, primarily, the financial condition of Washington
Federal on a historical and prospective basis and of the combined
companies on a pro forma basis.
|
|
§
|
The
historical and current market prices of First Mutual’s and Washington
Federal’s common stock and the potential for increased earnings and
dividends for First Mutual’s shareholders as shareholders of the combined
company.
|
|
§
|
The
fact that Washington Federal’s offer represented a significant premium
over the market price of First Mutual’s common
stock.
|
|
§
|
Keefe,
Bruyette & Woods’ analysis that First Mutual would have to
sustain 17% earnings growth per year for five years in order to
obtain the same value for shareholders as Washington Federal is
offering.
|
|
§
|
Washington
Federal’s agreement that one director from First Mutual’s board of
directors would be appointed to the Washington Federal board of
directors.
|
|
§
|
The
impact of the acquisition on the depositors, employees, customers
and
communities served by First Mutual
Bank.
|
|
§
|
The
opinion delivered to the First Mutual board of directors by Keefe,
Bruyette & Woods that, as of the date of the opinion and based
upon and subject to the considerations set forth in its opinion,
the
merger consideration was fair, from a financial point of view, to
holders
of First Mutual common stock.
|
|
|
The
First Mutual board of directors also considered the following matters
associated with the merger in connection with its deliberations of
the
proposed transaction, including:
|
|
§
|
The
risks to First Mutual’s business if the merger is not
completed.
|
|
§
|
The
interests of First Mutual executive officers and directors with respect
to
the acquisition apart from their interests as holders of First Mutual
common stock, and the risk that these interests might influence their
decision with respect to the merger. See “—Interests of Certain Persons in
the Merger”.
|
|
§
|
The
risk that the terms of the merger agreement, including provisions
prohibiting First Mutual from soliciting additional competing proposals
and relating to the payment of a termination fee under specified
circumstances, could have the effect of discouraging other parties
that
might be interested in a transaction with First Mutual from proposing
such
a transaction.
|
|
Shareholder:
|
How
much will I get for my shares?
|
|
Solicitor:
|
If
the merger agreement is approved and the merger is completed, each
outstanding share of First Mutual common stock will be converted
into the
right to receive:
|
|
§
|
a
cash amount equal to $180,985,491 divided by the number of shares
of First
Mutual common stock outstanding immediately prior to the closing
of the
merger, which is referred to as the “per share cash consideration”;
or
|
|
§
|
a
number of whole shares of common stock of Washington Federal, Inc.,
determined by dividing the per share cash consideration by the average
closing price of Washington Federal common stock during a specified
period
preceding the merger, plus cash in lieu of any fractional share
interest.
|
|
|
As
of August 30, 2007, there were 6,697,628 shares of First Mutual
common stock outstanding, which would calculate to a per share cash
consideration of approximately
$27.02.
|
|
Shareholder:
|
Will
I get cash for my shares?
|
|
Solicitor:
|
You
will have the opportunity to elect to receive all cash, all stock
or a
combination of cash and stock for your shares of First Mutual common
stock. However, the form of consideration that you choose is subject
to
allocation procedures set forth in the merger agreement which are
intended
to ensure that 50% of the aggregate value of the merger consideration
is
paid in the form of shares of Washington Federal common stock, with
the
remaining merger consideration to be paid in
cash.
|
|
|
In
addition, under certain circumstances, Washington Federal may, in
its sole
discretion, elect to revise the merger consideration so that each
outstanding share of First Mutual common stock will be converted
into the
right to receive solely the cash consideration regardless of the
election
of stock or cash consideration by First Mutual
shareholders.
|
|
Shareholder:
|
How
do I let First Mutual know what I want to receive in the
merger?
|
|
Solicitor:
|
A
form for making an election will be sent to you no more than 30 business
days and no less than 20 business days before the anticipated completion
of the merger, or on such other date as Washington Federal and First
Mutual may agree. You should complete the election form indicating
the
form of merger consideration you would like to receive, whether all
cash,
all Washington Federal common stock, or a combination of cash and
stock in
amounts determined by you. For your election to be effective, your
election form, together with the stock certificates representing
your
shares of First Mutual common stock, must be sent to and received
by
Mellon Investor Services, the exchange agent, on or before 5:00 p.m.,
Pacific Time, on the 20
th
business day
following the date that the election form is mailed. If you do not
make a
timely election you will be allocated Washington Federal common stock
and/or cash depending on the elections made by other shareholders
and the
average share price of Washington Federal’s common
stock.
|
|
Shareholder:
|
Will
I get what I request on the election
form?
|
|
Solicitor:
|
Not
necessarily. The allocation procedures described in your proxy statement
on page 34 and set forth in the merger agreement are intended to
ensure
that 50% of the aggregate merger consideration paid by Washington
Federal
to holders of First Mutual common stock will be Washington Federal
common
stock, with the remaining 50% of the aggregate consideration to be
paid in
cash.
|
|
|
First
Mutual shareholders will have the opportunity to elect all cash,
all
Washington Federal common stock or a portion in cash and a portion
in
Washington Federal common stock. There is no assurance that you will
receive the form of consideration you elect with respect to the First
Mutual common stock you hold. If there is an oversubscription of
either
cash or Washington Federal common stock, then Washington Federal
will
cause the exchange agent to allocate the aggregate consideration
to First
Mutual shareholders according to the procedures set forth in your
proxy
statement so that 50% of the aggregate consideration is paid in cash
and
50% is paid in Washington Federal common
stock.
|
|
Shareholder:
|
What
happens if I don’t complete the election
form?
|
|
Solicitor:
|
If
you fail to instruct your broker or other nominee on which election
to
make, you will be treated as if you did not make an election with
respect
to the consideration to be received by you in exchange for your shares
of
First Mutual common stock. Such shares will be treated as no-election
shares and will be subject to the allocation procedures described
in your
proxy statement.
|
|
Shareholder:
|
Are
shareholders getting a fair price for their
shares?
|
|
Solicitor:
|
Keefe,
Bruyette & Woods has acted as financial advisor to First Mutual
in connection with the merger. Keefe, Bruyette & Woods also
assisted the First Mutual board of directors in identifying and
negotiating with other prospective acquirers. First Mutual selected
Keefe,
Bruyette & Woods because it is a nationally recognized investment
banking firm with substantial experience in transactions similar
to the
merger and is familiar with First Mutual and its business. As part
of its
investment banking business, Keefe, Bruyette & Woods is
continually engaged in the valuation of financial businesses and
their
securities in connection with mergers and
acquisitions.
|
|
|
At
the June 27, 2007 board of directors meeting of First Mutual, Keefe,
Bruyette & Woods reviewed the financial aspects of the proposed
merger with the board of directors and rendered an oral opinion that
the
transaction consideration was fair to First Mutual shareholders from
a
financial point of view.
|
|
|
The
full text of Keefe, Bruyette & Woods’ written opinion is attached
as Annex B to your proxy statement. First Mutual’s shareholders are urged
to read the opinion in its entirety for a description of the procedures
followed, assumptions made, matters considered, and qualifications
and
limitations on the review undertaken by Keefe, Bruyette &
Woods
.
|
|
Shareholder:
|
How
does the board recommend I vote?
|
|
Solicitor:
|
The
board of directors has determined that the merger agreement is in
the best
interests of First Mutual and its shareholders and unanimously recommends
that shareholders vote “FOR” approval of the merger
agreement.
|
|
Shareholder:
|
What
are my tax consequences?
|
|
Solicitor:
|
Tax
matters are very complicated, and the tax consequences of the merger
to
you will depend upon the facts of your particular situation. Accordingly,
we strongly urge you to consult your own tax advisor to determine
the
particular federal, state, local or foreign income or other tax
consequences to you of the merger. Please review page 50 -53
for a general discussion of material federal income tax
consequences.
|
|
Shareholder:
|
When
will I get my money and/or shares?
|
|
Solicitor:
|
The
company expects to complete the merger in the fourth quarter of 2007.
However, the company cannot assure you when or if the merger will
occur.
First Mutual shareholders must first approve the merger agreement
at the
special meeting and the necessary regulatory approvals must be
obtained.
|
|
Shareholder:
|
Do
I send in my stock certificate now with my
proxy?
|
|
Solicitor:
|
Do
not send in your stock certificate
now.
|
|
|
No
more than 30 business days and no less than 20 business days before
the
anticipated completion of the merger, or on such other date as Washington
Federal and First Mutual may agree, the exchange agent will mail
to each
holder of record of First Mutual common stock as of five business
days
prior to the mailing date an election form and transmittal materials
for
use in making the election and effecting the surrender of certificates
representing shares of First Mutual common stock in exchange for
the
merger consideration allocated to them. Upon surrender of a stock
certificate of First Mutual common stock for exchange and cancellation
to
the exchange agent, together with a duly executed election form and
transmittal letter, the holder of such certificate will be entitled
to
receive the merger consideration allocated to them and the certificate
for
First Mutual common stock so surrendered will be canceled. No interest
will be paid or accrued on any cash constituting merger
consideration.
|
|
Shareholder:
|
Is
Washington Federal a public
company?
|
|
Solicitor:
|
The
Washington Federal common stock is traded on the Nasdaq Global Select
Market under the symbol “WFSL.” On August 30, 2007, the closing sale
price of a share of Washington Federal common stock was
$26.25.
|
|
Shareholder:
|
How
many shares have to vote in favor for this proposal to be
approved?
|
|
Solicitor:
|
The
merger cannot be completed unless the holders of two-thirds of the
outstanding shares of First Mutual common stock vote in favor of
approval
of the merger agreement at the special
meeting.
|
|
Shareholder:
|
How
is First Mutual management voting?
|
|
Solicitor:
|
The
directors and executive officers of First Mutual, who collectively
own
approximately 30.3% of the outstanding shares of First Mutual common
stock
as of the record date for the special meeting, have entered into
shareholder agreements with Washington Federal pursuant to which
they have
agreed to vote all of their shares in favor of the merger
agreement.
|
|
Shareholder:
|
What
if I don’t vote?
|
|
Solicitor:
|
If
you don’t vote, it’s the same as if you voted against the
merger.
|
|
Shareholder:
|
Where
is the meeting being held?
|
|
Solicitor:
|
The
special meeting will be held at 3:00 p.m., Pacific Time, on Thursday,
October 11, 2007, at the Westin Hotel, 600 Bellevue Way NE,
Bellevue, Washington 98004.
|
|
Shareholder:
|
What
if I don’t like the merger consideration - do I have the right to
dissent?
|
|
Solicitor:
|
Under
Washington law, holders of First Mutual common stock have the right
to
dissent from the merger and, if the merger is consummated and all
requirements of Washington law are satisfied by holders seeking to
exercise dissenters’ rights, to receive payment equal to the fair value of
their shares of First Mutual common stock, determined in the manner
set
forth under Washington law. Please see page 54 of your proxy
statement.
|
|
Solicitor:
|
Do
you have any other questions regarding the Company’s
proposals?
|
|
|
(Answer
any questions and then go to
closing).
|
|
Solicitor:
|
Thank
you for your time today. Should you have any additional
questions, or need any assistance, please don’t hesitate to call us back
at (800) 238-3410. The access code for First Mutual is
34. Have a good (day, evening, afternoon,
etc.)
|
|
Solicitor:
|
Have
you had a chance to review your Proxy
Statement?
|
|
Shareholder:
|
Yes.
|
|
Solicitor:
|
Do
you have any questions regarding the
merger?
|
|
Shareholder:
|
No.
|
|
Solicitor:
|
Have
you voted your proxy?
|
|
Shareholder:
|
Yes.
|
|
Soliciator:
|
May
I ask how you voted? (Mark down their vote on the contact
sheet. If they don’t want to disclose their vote, they don’t
have to. Don’t push – Be
Polite!)
|
|
|
(If
they haven’t voted yet, remind them of the meeting date and their
electronic voting options. Also remind them if they don’t vote
it will have the same effect as a vote against the merger
agreement.).
|
|
Solicitor:
|
Thank
you for your time today. Should you have any additional
questions, or need any assistance, please don’t hesitate to call us back
at (800) 238-3410. The access code for First Mutual is
34. Have a good (day, evening, afternoon,
etc.)
|
1 Year First Mutual Bancshares (MM) Chart |
1 Month First Mutual Bancshares (MM) Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions
Hot Features
Premium
