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Glacier Bancorp, Inc. (NYSE:GBCI), a $5.86 billion market cap regional bank that InvestingPro analysis suggests is currently trading below its Fair Value, announced Monday that it has issued supplemental disclosures related to its pending merger with Guaranty Bancshares, Inc. (NASDAQ:GNTY), following receipt of seven demand letters from purported Guaranty shareholders. The letters, received between August 5 and September 5, alleged that the joint proxy statement/prospectus for the proposed transaction omitted material information.
According to a statement included in the SEC filing, both Glacier and Guaranty deny the allegations and maintain that no additional disclosure was legally required. The companies stated that the supplemental disclosures were made solely to moot the claims and will not affect the merger consideration or the timing of Guaranty’s special shareholder meeting, scheduled for September 17.
The supplemental information amends several sections of the proxy statement/prospectus, including details on confidentiality agreements, non-binding letters of intent, and the negotiation process. Notably, Glacier Bancorp brings strong fundamentals to this merger, with InvestingPro data showing a 41-year track record of consistent dividend payments and an impressive 11.62% revenue growth in the last twelve months. Notably, the disclosures clarify that a confidentiality agreement signed with another interested party, referred to as Company A, did not include standstill or “don’t ask, don’t waive” provisions. The Company A proposal was described as an all-cash transaction valued at $525 million, inclusive of Guaranty stock options.
Further amendments outline the progression of merger discussions, including Glacier’s initial and revised offers, which proposed fixed exchange ratios and a total deal value of approximately $537 million, based on assumptions current at the time. The revised offer also outlined that Guaranty’s operations would continue as a division under Glacier Bank, with current management and a locally based board.
Additional data were provided regarding financial analyses performed by Guaranty’s financial advisor, including valuation multiples, comparative transaction tables, and the estimated financial impact of the merger. The filing states that the merger could increase Glacier’s estimated 2026 and 2027 earnings per share by 7.4% and 7.7%, respectively, while reducing tangible book value per share at closing by 0.6%. The advisory fee to KBW, Guaranty’s financial advisor, is estimated at $6.8 million, with $650,000 payable upon delivery of its opinion.
The information is based on a press release statement and the company’s Form 8-K filed with the Securities and Exchange Commission.
In other recent news, Glacier Bancorp reported a strong performance for the second fiscal quarter of 2025, with earnings per share (EPS) of $0.45, surpassing analysts’ forecast of $0.38. This represents an 18.42% earnings surprise, which was positively received by investors. Despite a slight revenue miss, the company’s strategic initiatives and acquisitions have bolstered market confidence. Additionally, Keefe, Bruyette & Woods raised its price target for Glacier Bancorp to $55.00 from $52.00, while maintaining a Market Perform rating. The firm highlighted Glacier Bancorp’s "powerful backbook repricing story" as a factor for projected earnings per share growth of 76% from 2024 to 2026. A return to normalized profitability is expected by the second half of 2026. These developments reflect recent positive momentum for Glacier Bancorp.
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