Commercial Federal (NYSE:CFB)
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BancWest Corporation Announces Acquisition of Commercial Federal
Corporation by Bank of the West
SAN FRANCISCO and OMAHA, Neb., June 13 /PRNewswire/ -- BancWest Corporation
announced today that its Bank of the West subsidiary has signed a definitive
agreement to acquire Commercial Federal Corporation (NYSE:CFB). In a cash
transaction valued at $1.36 billion, Bank of the West will pay $34 for each
Commercial Federal share, with a special 50-cent-per-share dividend paid at
closing.
Omaha-based Commercial Federal is the parent company of Commercial Federal
Bank, the nation's 12th-largest thrift, which operates 198 branches in seven
states in the Midwest, Colorado and Arizona. As of March 31, 2005, Commercial
Federal Corporation had total assets of $10.4 billion, deposits of $6.5 billion
and loans of $7.8 billion. In 2004, the company earned $76.4 million.
BancWest Corporation, whose principal subsidiaries are Bank of the West and
First Hawaiian Bank, is the seventh largest bank holding company operating in
the Western United States with assets of $51.4 billion. BancWest is a wholly
owned subsidiary of BNP Paribas, which has previously announced plans to
increase its retail banking presence in the Western United States. The
transaction solidifies BancWest's position in the Midwest and adds significant
market share in several major metropolitan areas.
After the deal closes, Commercial Federal branches will become part of San
Francisco-based Bank of the West, which will be the third largest commercial
bank headquartered west of the Mississippi River. The acquisition will add
three new states (Missouri, Oklahoma and Kansas) to BancWest's branch
footprint. Following the acquisition, BancWest will have approximately $64
billion in assets and serve more than 4 million customer accounts through 739
locations in 20 states.
"Commercial Federal's service-oriented philosophy is a perfect match for Bank
of the West. It's a logical extension of Bank of the West's expansion into the
Midwest which began with last year's acquisition of Community First
Bankshares," said BancWest President and Chief Executive Officer Don J.
McGrath.
"Commercial Federal operates in high-growth retail markets that complement our
existing footprint and provide us with opportunities for additional fill-in
acquisitions. We'll add dramatically to our market share in Denver -- we'll
have nearly 100 Colorado branches. We will also become one of the leading
banks in Omaha and Des Moines.
"Although the sign on the door will change, Commercial Federal customers will
find the same familiar faces in their branches. And they'll receive the same
personal service they expect, because that's been a Bank of the West tradition
since 1874," said McGrath, who is also chairman and chief executive officer of
Bank of the West.
"Commercial Federal has already begun to make a transition from a traditional
thrift to a commercial bank, and we see opportunities as we continue along that
path to offer a broader array of business banking and consumer products,"
McGrath said.
William Fitzgerald, Commercial Federal chairman and chief executive officer,
said: "This merger offers a compelling value for our shareholders and provides
an opportunity for our employees to join another strong and caring company that
is growing rapidly. Our customers will have access to a wider selection of
products and services in consumer and commercial banking, investments and
insurance. I know Bank of the West has the same commitment that we have to
supporting the communities where they do business. We're pleased that this
tradition of community support will continue here in Omaha and everywhere
Commercial Federal operates."
The purchase price represents 1.8 times book value, 14.8 times consensus 2006
earnings and a 27 percent premium to the average closing price of Commercial
Federal stock over the past six months.
The boards of directors of BNP Paribas, BancWest Corporation and Commercial
Federal Corporation have approved the transaction. The merger requires
approval from Commercial Federal shareholders and federal and state banking
regulators. Once all approvals have been received, the merger is expected to
close in the fourth quarter of this year.
BancWest's track record -- 15 acquisitions across 17 states since 1990 --
demonstrates its ability to manage integrations seamlessly, McGrath said. Its
most recent acquisitions were the 2002 purchase of United California Bank
($10.5 billion assets, 115 branches in California) and last year's purchase of
Community First Bankshares ($5.5 billion assets, 166 locations in 12 states)
and USDB Bancorp ($1.2 billion assets, 19 California branches).
"With each acquisition, we've added assets and customers and improved our
operating efficiency," McGrath added.
About Commercial Federal Corporation
Commercial Federal Corporation (NYSE:CFB) is the parent company of Commercial
Federal Bank (http://www.comfedbank.com/), a $10.4-billion federal savings bank
founded in Omaha in 1887. It has 198 branches in Nebraska, Iowa, Colorado,
Kansas, Oklahoma, Missouri and Arizona. Commercial Federal operations include
consumer and commercial banking services, including retail banking, commercial
and industrial lending, small business banking, construction lending, cash
management, and insurance and investment services.
About Bank of the West
Bank of the West (http://www.bankofthewest.com/), which is based in San
Francisco, has $41.0 billion in assets. It has 480 banking locations in 16
Western and Midwestern states: California, Oregon, Washington, Idaho, Nevada,
Utah, Arizona, New Mexico, Colorado, Wyoming, Nebraska, North and South Dakota,
Minnesota, Iowa and Wisconsin. Founded in San Jose, California in 1874 as
Farmers National Gold Bank, Bank of the West is the fourth-largest commercial
bank headquartered west of the Mississippi.
About BancWest
BancWest Corporation (http://www.bancwestcorp.com/) is a bank holding company
with assets of $51.4 billion and headquarters offices in Honolulu, Hawaii, and
San Francisco, California. Besides Bank of the West, BancWest's other
principal subsidiary is First Hawaiian Bank (56 branches in Hawaii, three in
Guam and two in Saipan). BancWest is a wholly owned subsidiary of BNP Paribas
(http://www.bnpparibas.com/), a European leader in banking and financial
services, with a significant and growing presence in the United Sates and
leading positions in Asia. The most profitable bank in the Euro zone, it has a
presence in over 85 countries with close to 100,000 employees.
* 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
Commercial Federal Corporation disclaim any obligation to update any
forward-looking statements included herein to reflect future events or
developments.
In connection with the proposed transaction, Commercial Federal 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.
Commercial Federal 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
Commercial Federal'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 Commercial Federal 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 Commercial
Federal Corporation by sending an e-mail to .
DATASOURCE: BancWest Corporation
CONTACT: John Stafford, +1-415-765-4850, or Gerry Keir, +1-808-525-7086,
both of BancWest Corporation; or Hal Garyn, +1-402-514-5336 (analysts), or
Roger Lewis, +1-402-514-5315 (media), both of Commercial Federal Corporation
Web site: http://www.bancwestcorp.com/
Web site: http://www.comfedbank.com/
Web site: http://www.bankofthewest.com/
Web site: http://www.bnpparibas.com/