People’s Utah Bancorp Announces Completion of the Merger of Town & Country Bank

AMERICAN FORK, Utah, Nov. 13, 2017 -- People’s Utah Bancorp (the “Company”) (Nasdaq:PUB), a bank holding company and parent of People’s Intermountain Bank (“PIB”), announced that it completed the merger of Town & Country Bank, Inc. (“T&C”) into PIB. As of September 30, 2017, T&C had total assets of $127.2 million, gross loans of $118.3 million and total deposits of $126.4 million.

Under the terms of the merger, each outstanding T&C common share converted into the right to receive 0.2917 PUB common shares and $4.23 in cash, including $2.0 million of cash held in escrow that is subject to future indemnification claims. T&C common shareholders also received an additional cash distribution of $1.68 per common share in cash. A total of 507,158 PUB common shares are expected to be issued in this transaction. The PUB common shares will be issued in reliance on the exemption from registration set forth in Section 3(a)(10) of the Securities Act of 1933, as amended. The Utah Division of Securities held a public fairness hearing on October 12, 2017 and found the merger consideration to be fair to the T&C shareholders and that the issuance of PUB common shares in the transaction is exempt from registration. The value of the total deal consideration was approximately $26.8 million, including cash of $8.2 million and $2.0 million of cash held in escrow.

“We are pleased to have successfully completed the merger of Town & Country Bank into People’s Intermountain Bank, which marks our third transaction in Utah in the last four years. The Town & Country merger significantly expands our market presence in St. George, Utah and bolsters our position as the largest community bank in Utah,” stated Richard Beard, President and CEO of PUB. “We welcome the customers, employees, and shareholders of Town & Country Bank to People’s Intermountain Bank. The transaction provides customers with the opportunity to enjoy outstanding personalized service and the commitment of an over 100-year old, Utah-based community bank with 25 locations throughout Utah.”

PIB will consolidate its existing Bank of American Fork branch in St. George into T&C’s branch and will operate under the name of People’s Town & Country Bank. PIB expects to complete the conversion of Town & Country’s branch onto its core banking platform on December 8, 2017. With the completion of this transaction, the Company expects total assets to be in excess of $2.1 billion, and expects the transaction will be immediately accretive to earnings, after acquisition-related costs.

Advisors

D.A. Davidson & Co. acted as financial advisor to the Company and Dorsey & Whitney, LLP served as legal counsel to the Company.

Forward-Looking Statements

Statements in this release that are based on information other than historical data or that express the Company’s expectations regarding future events or determinations are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Statements based on historical data are not intended and should not be understood to indicate the Company’s expectations regarding future events. Forward-looking statements provide current expectations or forecasts of future events or determinations. These forward-looking statements are not guarantees of future performance or determinations, nor should they be relied upon as representing management’s views as of any subsequent date. Forward-looking statements in this release include, without limitation, statements regarding the Company’s expectations regarding the timing of conversion to PIB’s core banking platform, the Company’s total assets, and the impact of the transaction on PUB’s earnings.

Forward-looking statements involve significant risks and uncertainties, and actual results may differ materially from those presented, either expressed or implied, in this release. Factors that could cause actual results to differ materially from those expressed in the forward-looking statements include: (i) market and economic conditions; (ii) capital sufficiency; (iii) operational, liquidity, interest rate and credit risks; (iv) deterioration of asset quality; (v) achieving loan and deposit growth; (vi) increased competition; (vii) adequacy of reserves; (viii) investments in new branches and new business opportunities; and (ix) changes in the regulatory or legal environment; as well as other factors discussed in the section titled “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission.

The foregoing factors should not be construed as exhaustive. The Company does not intend, or undertake any obligation to publicly update these forward-looking statements.

About People’s Utah Bancorp

People’s Utah Bancorp is the holding company for People’s Intermountain Bank, which has 25 locations in three banking divisions, Bank of American Fork, Lewiston State Bank, and People’s Town & Country Bank; a leasing division, GrowthFunding Equipment Finance; and a mortgage division, People’s Intermountain Bank Mortgage. PUB is committed to preserving the community-bank model with a full range of bank products and technologies. More information about PUB is available at www.peoplesutah.com.

Investor Relations Contact:
Wolfgang T. N. Muelleck
Executive Vice President/Chief Financial Officer
1 East Main Street
American Fork UT 84003
[email protected]
Phone: 801-642-3998