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BANK'34 and Bank 1440 Announce Execution of Merger Agreement

ALAMOGORDO, N.M., June 26, 2013 /PRNewswire/ -- BANK'34 and its parent corporation Alamogordo Financial Corp. (OTCQB: ALMG), headquartered in Alamogordo, New Mexico, and Bank 1440 (OTCQB: BFFO), headquartered in Phoenix, Arizona, jointly announced the execution of an agreement and plan of merger for the two community banks. 

The announcement was issued by Randal L. Rabon, Chairman of the Board of Directors of BANK'34, and Michael Mandell, Chairman of the Board of Directors of Bank 1440. "Our respective boards and executive management teams share a common vision for this opportunity, that being a true union of complementary community banks," said Mr. Rabon. Mr. Mandell confirmed these sentiments, "Randy and I are committed to combining two community banks in a manner that serves the best long term interests of our respective customers, communities, employees and shareholders." 

In connection with the transaction, common and preferred shareholders of Bank 1440 will have the right to elect to receive either cash or shares of Alamogordo Financial Corp. common stock, or a combination, subject to exchange ratios and proration procedures set forth in the merger agreement.  Based upon Alamogordo Financial Corp's. closing price as of June 25, 2013, the transaction is valued at $3.41 per share of Bank 1440 stock or approximately $7.6 million in the aggregate. 

The merger transaction is subject to customary closing conditions, including approval by Bank 1440 shareholders and applicable banking regulators.  Alamogordo Financial Corp. intends to file a registration statement on Form S-4 with the Securities and Exchange Commission with respect to its shares of common stock to be issued in the transaction. 

Following the merger with Bank 1440, BANK'34 is projected to have assets above $260 million and a tangible common equity to tangible asset ratio exceeding 11%.  Bank 1440 branches will become branches of BANK'34. The combined business franchise will include four full-service banking center locations, including Alamogordo and Las Cruces in southern New Mexico and Peoria and Phoenix in Maricopa County, Arizona.

Jill Gutierrez, Chief Executive Officer of BANK'34, will continue to serve in this same capacity after the merger.  Ms. Gutierrez stated, "In an era of big banks, we are committed to the preservation of a true community banking model across the entire BANK'34 franchise. Bank 1440's dedicated employees will endure as the faces, heart and soul of the BANK'34 franchise in Arizona."   

BANK'34 was chartered in 1934.  Bank 1440 was chartered in 2007.  Both franchises offer a complement of consumer and business banking services. In addition to market diversification, the combined business models will create enhanced product lines and expertise across the entire franchise, including SBA lending and residential mortgages.

Keefe, Bruyette & Woods, Inc, acted as financial advisor to BANK'34 and Alamogordo Financial Corp. and Luse Gorman Pomerenk & Schick, P.C. acted as its legal counsel. FIG Partners, LLC acted as financial advisor to Bank 1440 and Fenimore, Harrison, Kay & Ford, LLP acted as its legal counsel.

Statements in this release that are not strictly historical are "forward-looking statements" and are based upon current expectations that may differ materially from actual results.  These forward-looking statements, identified by words such as "will," "expected," "believe," and "prospects," involve risks and uncertainties that could cause actual results to differ materially from those anticipated by statements made herein. These risks and uncertainties involve general economic trends, our ability to complete the proposed acquisition, and changes in interest rates, increased competition, changes in consumer demand for financial services, the possibility of unforeseen events affecting the industry generally, and market disruptions.  Alamogordo Financial Corp., BANK'34 and Bank 1440 undertake no obligation to release revisions to these forward-looking statements publicly to reflect events or circumstances after the date hereof or to reflect the occurrence of unforeseen events.  

posted @ Tuesday, July 30, 2013 9:51 AM

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