Exhibit 2.1 Execution Version Project Elevate Plan and Agreement of Merger among Glacier Bancorp, Inc. Glacier Bank Altabancorp and Altabank
| Date | 18 May 2021 |
| Section | Merger Agreements |
Exhibit 2.1
EXECUTION VERSION
PROJECT ELEVATE
PLAN AND AGREEMENT OF MERGER
AMONG
GLACIER BANCORP, INC. GLACIER BANK
ALTABANCORP AND ALTABANK
DATED AS OF MAY 18, 2021
________________
ARTICLE 1 TERMS OF TRANSACTION 11 1.1 Effect of Merger 11 1.2 Merger
Consideration 11 1.3 No Fractional Shares 11 1.4 AB Stock Awards.
11 1.5 Deposit of Cash and Shares 12 1.6 Certificates. 12 1.7 Bank
Merger. 13 ARTICLE 2 CLOSING OF TRANSACTION 14 2.1 Effective Date 14
2.2 Events of Closing 14 2.3 Manner and Time of Closing 14 ARTICLE 3
REPRESENTATIONS AND WARRANTIES 14 3.1 Representations and Warranties of AB
and the Bank 14 3.2 Representations and Warranties of GBCI and Glacier Bank
28 ARTICLE 4 ADDITIONAL AGREEMENTS 32 4.1 Conduct of AB’s and the Bank’s
Businesses Prior to Closing 32 4.2 Conduct of GBCI’s and its Subsidiaries’
Businesses Prior to Closing 37 4.3 Registration Statement; AB Shareholders
Meeting. 37 4.4 Submission to Regulatory Authorities 38 4.5 Public
Announcements 39 4.6 Consents 39 4.7 Transition 39 4.8 Notice of
Certain Events; Cooperation 39 4.9 Confidentiality 40 4.10 Listing
40 4.11 Blue Sky Filings 40 4.12 Tax Treatment 40 4.13 AB Closing
Capital 40 4.14 Transaction Related Expenses 41 4.15 Payment of
Dividend; Adjustment to Per Share Stock Consideration 41 4.16 Commercially
Reasonable Efforts 41 4.17 GBCI Common Stock Issuable in Merger 41 4.18
Section 16 Matters.. 42 4.19 TAX INFORMATION. 42
________________
ARTICLE 5 APPROVALS AND CONDITIONS 42 5.1 Required Approvals 42 5.2
Conditions to Obligations of GBCI 42 5.3 CONDITIONS TO OBLIGATIONS OF AB
43 ARTICLE 6 DIRECTORS, OFFICERS AND EMPLOYEES 44 6.1 Director, Executive
Officer and Shareholder Agreements 44 6.2 Employee Benefit Issues 45
6.3 Indemnification of Directors and Executive Officers 45 6.4 AB ESOP..
46 ARTICLE 7 TERMINATION OF AGREEMENT AND ABANDONMENT OF TRANSACTION 46 7.1
Termination by Reason of Lapse of Time 46 7.2 Termination Due to GBCI
Average Closing Price Greater Than $74.15. 46 7.3 Termination Due to GBCI
Average Closing Price Less Than $49.43. 47 7.4 Other Grounds for
Termination 47 7.5 Break-Up Fee 48 7.6 COST ALLOCATION UPON
TERMINATION; LIMITATIONS; BREAK-UP FEE AS LIQUIDATED DAMAGES 48 ARTICLE 8
MISCELLANEOUS 49 8.1 Notices 49 8.2 Waivers and Extensions 50 8.3
Construction and Execution in Counterparts 50 8.4 Survival of
Representations, Warranties, and Covenants 50 8.5 Expenses, Fees and Costs
50 8.6 Arbitration 51 8.7 Governing Law and Venue 51 8.8
Severability 51 8.9 No Assignment 51 8.10 SPECIFIC PERFORMANCE 51
ARTICLE 9 AMENDMENTS 52
Exhibits EXHIBITS: Exhibit A Director and Shareholder Parties to Recital E
Exhibit B Form of Transaction-Related Expenses Exhibit
________________
PLAN AND AGREEMENT OF MERGER AMONG GLACIER BANCORP, INC., GLACIER BANK,
ALTABANCORP AND ALTABANK
This Plan and Agreement of Merger (the “Agreement”), dated as of May 18, 2021,
is made by and among GLACIER BANCORP, INC. (“GBCI”), GLACIER BANK (“Glacier
Bank”), ALTABANCORP (“AB”), and ALTABANK (the “Bank”).
PREAMBLE
The boards of directors of GBCI and AB believe that the proposed Merger (as
defined below), to be accomplished in the manner set forth in this Agreement, is
in the best interests of the respective corporations and their shareholders.
Capitalized terms used in this Agreement but not immediately defined are used
with the meanings given under the heading “Definitions” below.
RECITALS
A. The Parties.
(1) GBCI is a corporation duly organized and validly existing under the laws of
the State of Montana and is a registered bank holding company under the Bank
Holding Company Act of 1956, as amended (“BHC Act”). GBCI’s principal office is
located in Kalispell, Montana.
(2) Glacier Bank is a duly organized and validly existing Montana state-
chartered bank and a wholly owned subsidiary of GBCI. Glacier Bank maintains its
principal office in Kalispell, Montana, and currently operates 16 separately-
branded banking divisions.
(3) AB is a corporation duly organized and validly existing under the laws of
the State of Utah and is a registered bank holding company under the BHC Act.
AB’s principal office is located in American Fork, Utah.
(4) The Bank is a Utah state-chartered bank, duly organized and validly existing
under the laws of the State of Utah and a wholly owned subsidiary of AB. The
Bank’s principal office is located in American Fork, Utah. Including its
principal office, the Bank maintains a total of 25 offices in Utah, Salt Lake,
Davis, Cache, Box Elder, and Washington Counties in Utah and in Preston, Idaho.
B. The Transactions. On the Effective Date, AB will merge with and into GBCI,
with GBCI as the surviving entity (the “Merger”), and immediately thereafter and
on the same day, the Bank will merge with and into Glacier Bank, with Glacier
Bank surviving as a wholly owned subsidiary of GBCI (the “Bank Merger,” and with
the Merger, the “Transactions”). Following completion of the Transactions,
substantially all former branches of the Bank will operate under a newly-
established division of Glacier Bank to be known as “Altabank, division of
Glacier Bank” and others will be incorporated with an existing division.
C. Board Approvals. The respective boards of directors of GBCI and Glacier Bank
have adopted and approved this Agreement and authorized its execution and
delivery, the respective boards of directors of AB and the Bank have adopted
this Agreement and authorized its execution and delivery, and the board of
directors of AB has directed that this Agreement be submitted to AB’s
shareholders for approval and unanimously recommended that AB shareholders vote
in favor of approval of this Agreement and the Merger. -1-
________________
D. Other Conditions. The Transactions are subject to: (1) satisfaction of the
conditions described in this Agreement; (2) approval of this Agreement and/or
the Merger by AB’s shareholders; and (3) approval of or waiver of, as
appropriate, the Transactions by the FDIC or the Federal Reserve (as
applicable), the Montana Commissioner, the Utah Department of Financial
Institutions, and any other agencies having jurisdiction over the Transactions.
E. Director and Voting Agreements. In connection with the parties’ execution of
this Agreement, (1) the directors and executive officers of AB, and such holders
or groups holding outstanding shares of AB Stock that are identified on Exhibit
A have entered into agreements pursuant to which, among other things, such
persons agreed to vote all AB Stock beneficially owned by such persons in favor
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