Item 8.01. Other Events.
On December 22, 2021, Great Western Bancorp, Inc. ("GWB") and First Interstate
BancSystem, Inc. ("FIBK") announced that they have received regulatory approval
from the Board of Governors of the Federal Reserve System and the Montana
Division of Banking to complete the previously announced business combination
transaction (the "Transaction") between FIBK and GWB pursuant to the Agreement
and Plan of Merger dated as of September 15, 2021, by and between FIBK and GWB.
Completion of the Transaction remains subject to customary closing conditions,
including regulatory approval from the Division of Banking of the South Dakota
Department of Labor and Regulations and receipt of the requisite approvals of
the shareholders of FIBK and stockholders of GWB at their upcoming special
meetings on January 19, 2022. Assuming such conditions are satisfied, the
Transaction is expected to close in February 2022.
On December 22, 2021, FIBK and GWB issued a joint press release announcing the
foregoing matters. A copy of the press release is attached as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No Description of Exhibit
99.1 Joint Press Release of First Interstate BancSystem, Inc. and Great
Western Bancorp, Inc., dated December 22, 2021.
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
Cautionary Note Regarding Forward Looking Statements
This communication contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated
thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended,
and Rule 3b-6 promulgated thereunder, which involve inherent risks and
uncertainties. Any statements about FIBK's, GWB's or the combined company's
plans, objectives, expectations, strategies, beliefs, or future performance or
events constitute forward-looking statements. Such statements are identified as
those that include words or phrases such as "believes," "expects,"
"anticipates," "plans," "trend," "objective," "continue," or similar expressions
or future or conditional verbs such as "will," "would," "should," "could,"
"might," "may," or similar expressions. Forward-looking statements involve known
and unknown risks, uncertainties, assumptions, estimates, and other important
factors that change over time and could cause actual results to differ
materially from any results, performance, or events expressed or implied by such
forward-looking statements. Such forward-looking statements include but are not
limited to statements about the benefits of the Transaction, including future
financial and operating results, the combined company's plans, objectives,
expectations and intentions, and other statements that are not historical facts.
These forward-looking statements are subject to risks and uncertainties that may
cause actual results to differ materially from those projected. In addition to
factors previously disclosed in FIBK's and GWB's reports filed with the U.S.
Securities and Exchange Commission (the "SEC") and those identified elsewhere in
this document, the following factors, among others, could cause actual results
to differ materially from forward-looking statements or historical performance:
the occurrence of any event, change, or other circumstance that could give rise
to the right of one or both of the parties to terminate the definitive merger
agreement between FIBK and GWB; the outcome of any legal proceedings that may be
instituted against FIBK or GWB; the possibility that the Transaction does not
close when expected or at all because required regulatory, shareholder or other
approvals and other conditions to closing are not received or satisfied on a
timely basis or at all (and the risk that such approvals may result in the
imposition of conditions that could adversely affect the combined company or the
expected benefits of the Transaction); the risk that the benefits from the
Transaction may not be fully realized or may take longer to realize than
expected, including as a result of changes in, or problems arising from, general
economic and market conditions, interest and exchange rates, monetary policy,
laws and regulations and their enforcement, and the degree of competition in the
geographic and business areas in which FIBK and GWB operate; the ability to
promptly and effectively integrate the businesses of FIBK and GWB; the
possibility that the Transaction may be more expensive to complete than
anticipated, including as a result of unexpected factors or events; reputational
risk and potential adverse reactions of FIBK's or GWB's customers, employees or
other business partners, including those resulting from the announcement or
completion of the Transaction; the dilution caused by FIBK's issuance of
additional shares of its capital stock in connection with the Transaction; the
diversion of management's attention and time from ongoing business operations
and opportunities on merger-related matters; and the impact of the global
COVID-19 pandemic on FIBK's or GWB's businesses, the ability to complete the
Transaction or any of the other foregoing risks.
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These factors are not necessarily all of the factors that could cause FIBK's,
GWB's or the combined company's actual results, performance, or achievements to
differ materially from those expressed in or implied by any of the
forward-looking statements. Other unknown or unpredictable factors also could
harm FIBK's, GWB's or the combined company's results.
All forward-looking statements attributable to FIBK, GWB, or the combined
company, or persons acting on FIBK's or GWB's behalf, are expressly qualified in
their entirety by the cautionary statements set forth above. Forward-looking
statements speak only as of the date they are made and FIBK and GWB do not
undertake or assume any obligation to update publicly any of these statements to
reflect actual results, new information or future events, changes in
assumptions, or changes in other factors affecting forward-looking statements,
except to the extent required by applicable law. If FIBK or GWB update one or
more forward-looking statements, no inference should be drawn that FIBK or GWB
will make additional updates with respect to those or other forward-looking
statements. Further information regarding FIBK, GWB and factors which could
affect the forward-looking statements contained herein can be found in the
registration statement on Form S-4, as well as FIBK's Annual Report on Form 10-K
for the fiscal year ended December 31, 2020, its Quarterly Reports on Form 10-Q
for the three-month periods ended March 31, 2021, June 30, 2021 and September
30, 2021, and its other filings with the SEC, and in GWB's Annual Report on Form
10-K for the fiscal year ended September 30, 2021, and its other filings with
the SEC.
Additional Information about the Transaction and Where to Find It
This communication is being made with respect to the proposed transaction
involving FIBK and GWB. This material is not a solicitation of any vote or
approval of GWB stockholders and is not a substitute for the joint proxy
statement/prospectus or any other documents that GWB may send to stockholders in
connection with the proposed merger. This communication does not constitute an
offer to sell or the solicitation of an offer to buy any securities.
In connection with the Transaction, FIBK has filed with the SEC a Registration
Statement on Form S-4 to register the shares of FIBK capital stock to be issued
in connection with the Transaction. The Registration Statement includes a joint
proxy statement of FIBK and GWB that also constitutes a prospectus of FIBK. The
registration statement on Form S-4 was declared effective by the SEC on December
16, 2021, and FIBK and GWB commenced mailing the definitive joint proxy
statement/prospectus to their shareholders and stockholders, respectively, on or
about December 16, 2021.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON
FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE
REGISTRATION STATEMENT ON FORM S-4, AS WELL AS ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY
REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION REGARDING FIBK, GWB, THE TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of these documents and
other documents filed with the SEC by FIBK or GWB through the website maintained
by the SEC at http://www.sec.gov or from FIBK at its website, www.fibk.com, or
from GWB at its website, www.greatwesternbank.com. Documents filed with the SEC
by FIBK are available free of charge by accessing the "SEC Filings" page of
FIBK's website at www.fibk.com/sec-filings, or alternatively by directing a
request by mail or telephone to First Interstate BancSystem, Inc., 401 N. 31st
Street, Billings, Montana, 59116, Attention: John Stewart, Deputy Chief
Financial Officer, telephone: 406-255-5311, and documents filed with the SEC by
GWB are available free of charge by accessing GWB's website at
www.greatwesternbank.com under the tab "Investor Relations" and then under the
heading "Financial Info - Documents" or, alternatively, by directing a request
by telephone or mail to Great Western Bancorp Inc., 225 South Main Avenue, Sioux
Falls, South Dakota 57104, (605) 988-9253.
Participants in the Solicitation
FIBK, GWB, and certain of their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from the
shareholders of FIBK and stockholders of GWB in connection with the Transaction
under the rules of the SEC. Information about the interests of the directors and
executive officers of FIBK and GWB and other persons who may be deemed to be
participants in the solicitation of shareholders of FIBK and stockholders of GWB
in connection with the Transaction and a description of their direct and
indirect interests, by security holdings or otherwise, is included in the joint
proxy statement/prospectus related to the Transaction. Additional information
about FIBK, the directors and executive officers of FIBK and their ownership of
FIBK common stock is also set forth in the definitive proxy statement for FIBK's
2021 Annual Meeting of Shareholders, as filed with the SEC on Schedule 14A on
April 14, 2021, and other documents subsequently filed by FIBK with the SEC.
Additional information about GWB, the directors and executive officers of GWB
and their ownership of GWB common stock can also be found in GWB's Annual Report
on Form 10-K for the fiscal year ended September 30, 2021, as filed with the SEC
on November 24, 2021, and other documents subsequently filed by GWB with the
SEC. Free copies of these documents may be obtained as described above.
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