In January, Glacier Bancorp Inc. expressed interest in having merger discussions with State Bank Corp., but Glacier could not strike a deal until the fourth quarter because it was working on other pending acquisition opportunities.
Both sides agreed to postpone further talks until the summer.
State Bank had other potential merger partners, including one whose CEO met with State Bank President, CEO and Director Brian Riley for an informal discussion in November 2018. State Bank then had communications with that CEO in March and April to discuss a potential merger. The two companies executed a nondisclosure agreement April 26.
The CEOs of State Bank and Glacier held a discussion while attending a conference May 7. Glacier provided an update on timing for a potential deal. Ten days later, Glacier and State Bank executed a nondisclosure agreement.
On May 23, the other suitor offered to acquire State Bank in an all-stock deal. A nonbinding indication of interest letter that included a 45-day exclusivity period was executed June 6.
On June 18, Glacier informed State Bank that the timing for a potential merger could be moved up. State Bank told Glacier that it had executed an indication of interest with another party and could not respond further due to the exclusivity period.
In early July, State Bank terminated discussions with the other suitor due to integration and execution risks, but State Bank continued to honor the exclusivity period, which expired July 21.
Glacier sent State Bank an unsolicited nonbinding indication of interest on July 9 for a deal consisting of 80% stock and 20% cash.
At the end of the exclusivity period, State Bank told Glacier that its offer would be discussed at the State Bank board meeting July 30.
The deal process continued, with Glacier submitting an updated indication of interest on Aug. 10 involving a modified and improved offer for consideration of $16.94 per share in the form of 90% stock and 10% cash. The two banks entered into a merger agreement Sept. 30.
Should the deal fall through under certain circumstances, State Bank may be required to pay Glacier a $6 million termination fee.
