Stock will be offered first through subscription, then via public sale
By Marisa Wong
Madison, Wis., May 22 – Wells Financial Corp. said it will begin a stock offering for proceeds of up to $2.65 million in connection with its pending acquisition of St. James Federal Savings and Loan Association. Wells received regulatory approval of the stock sale on Friday, according to a press release.
Wells is offering between 71,455 and 96,674 shares of common stock, subject to increase to up to 111,175 shares, at a price of $27.36 per share. Gross proceeds will be between $1,955,000 and $2,645,000, according to a 424B4 filing with the Securities and Exchange Commission.
The price per share is a 3.66% discount to the May 18 closing share price of $28.40.
On Friday, Wells will mail stock offering materials to eligible depositors and borrowers of St. James who have subscription rights to purchase shares in the subscription offering. Meanwhile, St. James will mail proxy solicitation materials to its members in connection with a special meeting to be held on June 19 for the purpose of voting on the merger.
Any shares not sold in the subscription offering will be offered in a concurrent community offering to the general public, with preference given first to some residents of St. James, Minn., or Watonwan County, Minn., and then to stockholders of Wells as of the close of business on April 30.
The subscription offering and community offering will expire at 1 p.m. ET on June 15.
Any shares not sold in the subscription offering or the community offering may be offered for sale in a syndicated community offering.
Sterne, Agee & Leach, Inc. is assisting Wells on a best-efforts basis in the subscription offering and community offering.
Completion of the conversion merger and the related stock offering is conditioned on Wells selling a minimum of 71,455 shares, the receipt of final regulatory approval and approval of St. James’ members and other customary closing conditions.
The transaction is expected to close in the third quarter.
Proceeds will be used for stock repurchases, to expand business operations and for general corporate purposes.
Wells is the bank holding company for Wells Federal Bank.
| Issuer: | Wells Financial Corp.
|
| Issue: | Common stock
|
| Amount: | $1,955,000 to $2,645,000
|
| Shares: | 71,455 to 96,674 (with option to increase to 111,175)
|
| Price: | $27.36
|
| Warrants: | No
|
| Announcement date: | May 22
|
| Stock symbol: | OTCQB: WEFP
|
| Stock price: | $28.40 at close May 18
|
| Market capitalization: | $22.28 million
|
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