DUBUQUE, Iowa & MADISON, Wis.--(BUSINESS WIRE)--Dupaco Community Credit Union (“Dupaco”), and Home Bancorp Wisconsin, Inc. (“Home Bancorp”) (OTCPK: HWIS), the holding company of Home Savings Bank, announced today that they have signed a definitive purchase and assumption agreement whereby Dupaco, headquartered in Dubuque, Iowa, will acquire the assets and assume the liabilities of Home Savings Bank in an all-cash transaction (the “Transaction”). Following the completion of the Transaction, Home Bancorp and Home Savings Bank will settle their remaining obligations and distribute their remaining cash (the “Liquidation”) to the Home Bancorp stockholders. Home Savings Bank operates two bank branches in Madison, Wisconsin and had approximately $183 million in assets as of June 30, 2021. Dupaco currently operates 18 branches, including a branch in Platteville, Wisconsin, and has over 143,000 members. This strategic acquisition will increase Dupaco’s total number of branches to 20 and total assets to approximately $2.8 billion based on financial data as of June 30, 2021.
Home Bancorp was created in connection with the 2014 mutual-to-stock conversion of Home Savings Bank. As a part of such conversion, a liquidation account was created for the benefit of certain depositors of Home Savings Bank. It is anticipated that Home Savings Bank will pay out the balance of this liquidation account to the holders of sub accounts therein in connection with the Transaction and Liquidation.
Home Bancorp currently estimates that, upon the completion of the Liquidation, its stockholders will receive between $26.47 and $27.32 in cash consideration for each share of Home Bancorp common stock they own. The actual amount of consideration received by stockholders is subject to substantial variation based on, among other things, the amount of corporate level taxation of the Transaction and Liquidation including potential changes in general corporate tax rates, uncertainties with respect to the regulatory treatment of and costs associated with the liquidation account, Home Savings Bank’s future operating results and whether it can meet a minimum equity value at closing of the Transaction, the amount of cash held by Home Bancorp at closing and costs related to the dissolution of Home Savings Bank and Home Bancorp. Based on these and other factors discussed below under “Forward-Looking Statements,” investors should not assume that the ultimate consideration distributed to stockholders will be within the range set forth above.
The Transaction has been unanimously approved by the board of directors of both institutions and is expected to close in the second quarter of 2022, subject to customary closing conditions, the approval of Home Bancorp’s stockholders and regulatory approvals. The distribution of cash to Home Bancorp stockholders is currently expected to occur within 180 days after completion of the Transaction, although delays in the process of dissolving Home Savings Bank and Home Bancorp could delay the distribution to stockholders.
Home Savings Bank has served its community since 1895. Both Home Savings Bank locations will operate as Dupaco offices after the Transaction. The parties expect that Home Savings Bank customers will be offered the opportunity to become members of Dupaco with full access to the credit union’s wide array of products and services as well as its larger lending limit.
Dupaco President and CEO Joe Hearn said the proposed partnership is an obvious cultural and geographic fit that will create enhancements for Dupaco members and Home Savings Bank customers. “Dupaco and Home Savings Bank share similar values. Our combined organization will reinforce the foundation of a credit union that prioritizes the well-being of our members, employees, and communities,” said Hearn. “We recognize and value Home Savings Bank’s 125-year history, leadership, and local market expertise.” Hearn said a partnership with a proven financial institution like Home Savings Bank—with established service channels and customers—will allow Dupaco to immediately serve existing and new members along the Dubuque to Madison economic corridor. Since 2002, the credit union has operated a branch in Platteville, Wisconsin. Dupaco’s 112-county field of membership already includes Dane County, Wisconsin. “The bottom line is that on day one, the partnership will provide a positive financial return to all members of our cooperative, while simultaneously adding two branch locations to enhance service to the thousands of Dupaco members who live and work in southwest Wisconsin,” said Hearn.
“For the majority of our 125-year history, Home Savings Bank was structured as a mutual institution, with a focus on serving our members and our community,” said James Bradley, Chairman of the Board and CEO of Home Bancorp. “We’re excited about the opportunity to return to those roots as a credit union.” According to Bradley, the current competitive marketplace and the increasing demands in the rapidly evolving financial services industry prompted bank management and the board to determine that combining with a larger organization was the optimal strategy for serving multiple stakeholders today and well into the future. “We were attracted to Dupaco Community Credit Union’s commitment to exceptional service to their members and their uncommon investment in the people and communities they serve,” Bradley said. “We were impressed by the credit union’s depth and breadth of history and success—we’re honored to be part of their promising future.”
In connection with the proposed Transaction, Home Bancorp will provide its stockholders with a proxy statement and other relevant documents concerning the Transaction and Liquidation. Stockholders of Home Bancorp are urged to read the proxy statement and other relevant documents and any amendments or supplements to those documents, because they will contain important information which should be considered before making any decision regarding the Transaction and Liquidation. Stockholders of Home Bancorp will be able to obtain a copy of the proxy statement, and any other relevant documents, on the Home Savings Bank website (www.home-savings.com).
Home Bancorp and Home Savings Bank are being represented in this transaction by Hovde Group, LLC and Luse Gorman, PC, Washington, DC. Dupaco is being represented by Olsen Palmer LLC and Howard and Howard, Chicago, Illinois.
About Dupaco Community Credit Union:
Dupaco Community Credit Union is a not-for-profit, member-owned financial cooperative headquartered in Dubuque, Iowa. It is dedicated to the financial well-being of its members, and specializes in personalized financial counseling, money advice and education. It offers savings, loans, investments, insurance and wealth management products for individuals and businesses. Dupaco serves residents in 112 counties throughout Iowa, northwest Illinois and southwest Wisconsin. Founded in 1948 by ten Dubuque Packing Company employees, membership has grown to more than 143,000 with assets exceeding $2.6 billion. It has more than 600 employees and 18 branch office locations—including Platteville, Wisconsin. Dupaco is a Community Development Financial Institution (CDFI). It is a Forbes Best-in-State Credit Union and a Des Moines Register Top Workplace. Learn more at www.dupaco.com.
About Home Savings Bank:
Home Savings Bank was established in 1895 as Home Savings & Loan—a mutual saving bank to provide mortgage loans to homeowners, a role that Madison's commercial banks of the day were not serving. With assets exceeding $180 million, it has nearly two dozen employees and operates two branch offices—one of which was the first LEED-certified bank in Wisconsin. Home Savings Bank has been recognized by the FDIC with an “outstanding” Community Reinvestment Act (CRA) rating for its record of lending to all income levels, particularly low and moderate-income, and its participation in community development projects targeted at low- and moderate-income areas and residents. Learn more at www.home-savings.com.
This news release contains forward-looking statements. Forward-looking statements include statements regarding the anticipated completion dates for the Transaction and liquidation. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” There can be no guarantee that the proposed Transaction with Dupaco will be completed, or that Home Bancorp stockholders will receive consideration within the range provided above in connection with the Liquidation if the Transaction is completed. Certain factors that could cause actual results to differ materially from expected results include delays in completing the Transaction, uncertainties regarding the proper treatment and calculation of the liquidation account, corporate level tax expenses and potential changes in the tax laws, transaction expenses, additions to Home Savings Bank’s allowance for loan losses and other factors that could affect Home Savings Bank’s equity at closing, legislative and regulatory changes that adversely affect the business in which Dupaco and Home Savings Bank are engaged, changes in the securities markets and other risks and uncertainties. In addition, given its ongoing and dynamic nature, it is difficult to predict the full impact of the COVID-19 pandemic on the business of Dupaco and Home Bancorp and on the transaction. The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus that has caused the COVID-19 pandemic can be fully controlled and abated and when and how the economy may be completely reopened. As the result of the COVID-19 pandemic and the related adverse local and national economic consequences, our forward-looking statements are subject to additional risks, uncertainties and assumptions. Except as required by law, none of Dupaco, Home Savings Bank or Home Bancorp undertakes any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.