Heartland Financial Merges with Valley Bank

Heartland Financial USA, Inc. has entered into a definitive merger agreement with Premier Valley Bank, based in Fresno, CA. Heartland Financial became a presence in the Kansas City area when it acquired Morril & Janes Bank in 2013.

Heartland Financial USA, Inc. is a diversified financial services company providing banking, mortgage, wealth management, investment, insurance and consumer finance services to individuals and businesses. Heartland currently has banking locations in 63 communities in Iowa, Illinois, Wisconsin, New Mexico, Arizona, Montana, Colorado, Minnesota, Kansas and Missouri and loan production offices in California, Nevada, Wyoming, Idaho, North Dakota, Oregon and Washington.

Premier Valley Bank is a growing full service bank known as “THE” Business and Professional Bank in Central California and “THE” Community Bank serving the Sierra. The Bank’s mission is to deliver an exceptional customer experience through a proven relationship driven banking model.

Under the terms of the merger agreement, Premier Valley will become a wholly‐owned subsidiary of Heartland, and continue operating under its present name and management team as Heartland’s tenth state‐chartered bank. After the merger, Heartland will serve 11 states (six Midwestern and five Western) from 95 banking locations with assets approximating $7 billion. The merger agreement provides that Premier Valley shareholders will receive approximately $95 million or $7.73 per share of Premier Valley common stock in the merger, and may elect to receive this payment in shares of Heartland common stock or in cash, subject to proration so that 70% of the total payment is in Heartland common stock and 30% in cash. Heartland expects the transaction to be accretive to its earnings per share within the first full year of combined operations. The transaction is expected to close during the fourth quarter of 2015, with the systems conversion to be completed during the first quarter of 2016. The transaction is subject to the satisfaction of customary closing conditions, including approvals by Premier Valley shareholders and bank regulatory authorities. The directors and executive officers of Premier Valley have entered into agreements with Heartland and Premier Valley pursuant to which each has agreed to vote his or her shares of Premier Valley common stock in favor of the transaction.