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Heartland Financial upped offer several times before sealing Founders deal

Heartland Financial USA Inc., which announced Oct. 31 that is acquiring Founders Bancorp in a 70%-stock and 30%-cash deal valued at $21.87 per share or $29.1 million in total, at first offered per-share consideration of $20.50 or $27.7 million in aggregate in an 80%-stock and 20%-cash transaction.

That offer was contained in a nonbinding indication of interest letter to the Founders board that Heartland provided July 15, according to a Form S-4 that indicated the board's recognition that the 20% cash portion of the Heartland proposal might be inadequate to satisfy its shareholders' preference for cash. A need to increase the proposed price was also discussed at a Founders board meeting.

In late August and early September, a total of 24 parties, including Heartland, were contacted to discuss interest in a potential acquisition of Founders. There were five parties in addition to Heartland that decided to execute a nondisclosure agreement.

On Sept. 14, Heartland submitted a revised indication of interest letter which included an increased offer of $20.82 per share, or $28.0 million in the aggregate, in a 70%-stock and 30%-cash deal.

The two highest proposals each involved a per-share consideration of $21.50, but each presented execution risks that appeared higher than Heartland's, according to the Form S-4.

Heartland indicated a willingness to increase its offer to $21.48 per share. On Sept. 21, the company increased its offer to $21.62 per share, ultimately increasing it to $21.87 per share. Heartland indicated this proposal was its best and final offer.

Discussions continued, and Heartland and Founders executed the merger agreement Oct. 29.