MINNEAPOLIS & GREAT FALLS, Mont.--(BUSINESS WIRE)--Nov. 6,
2006--U.S. Bancorp (NYSE:USB) and United Financial Corp. (NASDAQ:UBMT)
announced today the signing of a definitive agreement for U.S. Bancorp
to acquire United Financial Corp., the parent company of Heritage
Bank. This acquisition will nearly double the branch presence in
Montana for U.S. Bancorp's lead bank, U.S. Bank National Association
and give the bank a deposit base exceeding $1 billion. United
Financial Corp., headquartered in Great Falls, Mont., had consolidated
assets of $412 million and $314 million in deposits, as of June 30,
John R. Elmore, executive vice president of community banking at
U.S. Bank, stated, "This is a great fit for both companies since
Heritage Bank and U.S. Bank share a similar community banking model,
which will help to ensure a smooth transition for customers and
employees during the conversion process. In addition, the transaction
gives U.S. Bancorp a much stronger presence throughout the state of
Montana, both in cities where we don't currently have branch
locations, and in cities where we'll increase our current market
The agreement provides for a stock-for-stock merger in which
0.6825 shares of U.S. Bancorp will be exchanged for each common share
of United Financial Corp. Based upon stock prices of both companies on
Nov. 3, 2006, this represents approximately $22.91 per share.
United Financial's board of directors has unanimously approved the
merger agreement. The board of directors of United Financial has also
declared a special dividend of $0.50 per share that will be paid prior
to the close of the transaction. Completion of the transaction, which
is expected to occur in the first quarter of 2007, is contingent upon
customary closing conditions, including regulatory approval and the
approval of United Financial's shareholders, who will vote on the
proposed transaction at a special meeting that will be held on a date
to be announced. John M. Morrison, the largest shareholder of United
Financial, has agreed to vote his shares in favor of the proposed
"We're pleased to be a part of U.S. Bancorp's strategy for growth
in Montana," stated Kevin P. Clark, chief executive officer of United
Financial Corp. "Now our customers will be able to take advantage of
an even broader range of products and services, with the capability
and convenience of a bank that has a national presence."
Heritage Bank provides a wide range of commercial and consumer
banking services to small and middle market businesses, real estate
developers, agribusiness and individuals. Once the merger is
completed, U.S. Bank expects to have more than 20 branch locations and
total deposits of approximately $1 billion in Montana.
About United Financial Corp.
United Financial Corp. is a bank holding company headquartered in
Great Falls, Montana, with operations in 15 locations in 13 Montana
communities. United's banking business in Montana is conducted through
its wholly-owned subsidiary, Heritage Bank, a Montana corporation
established in 1923. Heritage Bank offers deposit accounts, commercial
loans, agricultural loans and consumer loans primarily in its market
areas in Montana.
About U.S. Bancorp
U.S. Bancorp, with assets of $217 billion, is the 6th largest
financial services holding company in the United States. The company
operates 2,462 banking offices and 4,943 ATMs, and provides a
comprehensive line of banking, brokerage, insurance, investment,
mortgage, trust and payment services products to consumers, businesses
and institutions. U.S. Bancorp is the parent company of U.S. Bank.
Visit U.S. Bancorp on the web at www.usbank.com.
This news release contains forward-looking statements about U.S.
Bancorp and United Financial Corp. Statements that are not historical
or current facts, including statements about beliefs and expectations,
are forward-looking statements. These statements often include the
words "may," "could," "would," "should," "believes," "expects,"
"anticipates," "estimates," "intends," "plans," "targets,"
"potentially," "probably," "projects," "outlook" or similar
expressions. These forward-looking statements cover, among other
things, anticipated results of the proposed transaction as well as
future revenue and expenses and the future plans and prospects of U.S.
Bancorp and United Financial Corp. Forward-looking statements involve
inherent risks and uncertainties, and many factors could cause actual
results to differ materially from those anticipated, including any
failure of the proposed transaction to be completed on the basis
currently expected as well as those described in the Annual Report on
Form 10-K for the year ended December 31, 2005, of each of U.S.
Bancorp and United Financial Corp., which you should read carefully,
as well as the companies' other filings with the Securities and
Exchange Commission (SEC). Forward-looking statements speak only as of
the date they are made, and neither U.S. Bancorp nor United Financial
Corp. undertakes any obligation to update them in light of new
information or future events.
Additional Information about the Merger and Where to Find It
This communication is being made in respect of the proposed merger
transaction involving U.S. Bancorp and United Financial Corp. In
connection with the transaction, United Financial Corp. will file a
proxy statement with the SEC. Shareholders are urged to read the proxy
statement when it becomes available because it will contain important
information about the proposed transaction.
The final proxy statement will be mailed to United Financial Corp.
shareholders of record at the record date for the special meeting of
the shareholders to be held to approve the proposed transaction. In
addition, the preliminary and final proxy statements and other
relevant documents will be available free of charge at the SEC's
Internet Web site, www.sec.gov.
United Financial Corp. and its directors and officers and other
members of management and employees may be deemed to be participants
in the solicitation of proxies in respect to the proposed
transactions. United Financial Corp. shareholders may obtain
information regarding the identity of each participant and a
description of each participant's direct or indirect interest in the
solicitation from United Financial's proxy statements and annual
reports on Form 10-K previously filed with the SEC and United
Financial's proxy statement relating to the proposed transaction, when
it becomes available.
CONTACT: U.S. Bancorp
Teri Charest, 612-303-0732
Judith T. Murphy, 612-303-0783
United Financial Corp.
Kevin Clark, CEO, 800-800-4310
Steve Feurt, EVP, 800-800-4310
SOURCE: U.S. Bancorp