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BANK'34 and Bank 1440 Amend Merger Agreement

ALAMOGORDO, N.M., April 1, 2014 /PRNewswire/ -- BANK'34 and its parent corporation Alamogordo Financial Corp. (OTC-QB: ALMG), headquartered in Alamogordo, New Mexico, and Bank 1440 (OTC-QB: BFFO), headquartered in Phoenix, Arizona, jointly announced an amendment of the agreement and plan of merger that was executed in June of 2013.

The new terms of the merger agreement increase the cash that will be paid to Bank 1440 shareholders. The new terms result in fixed consideration for each share of Bank 1440 common stock and preferred stock of 0.17064 shares of Alamogordo Financial Corp. common stock and $0.94 of cash, replacing the previous stock/cash election and proration process. 

Under the new terms of merger agreement, a Bank 1440 shareholder owning 1,000 shares of Bank 1440 common stock or preferred stock as of the closing of the merger will be entitled to receive cash in the amount of $940.00 ($0.94 times 1000 shares) and 170 shares of Alamogordo Financial Corp. Common Stock (0.17064 times 1,000 shares). The shareholder would also receive additional cash in lieu of any fractional shares of Alamogordo Financial Corp. common stock.

Based upon Alamogordo Financial Corp's. closing price as of April 1, 2014, the transaction is valued at approximately $3.58 per share of Bank 1440 stock ($0.94 in cash and $2.64 of Alamogordo Financial Corp. common stock), or approximately $8.0 million in the aggregate. This would be an increase in the value per share of $0.30 based upon total deal value of $7.3 million under the previous terms of the merger agreement and also using the closing price as of April 1, 2014.

The increase in the cash consideration of the merger agreement reflects the continued commitment of the Boards of both banks in representing the best interests of their respective shareholders. In order to facilitate the revision of all applicable documents, the parties have also agreed to extend until September 10, 2014, the date by which either party can terminate the merger agreement unilaterally. The merger transaction is expected to close in the second half of 2014, and remains subject to customary closing conditions, including approval by Bank 1440 shareholders and applicable banking regulators.

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.
CONTACT: Dorothy Valdez, dorothy.v@bank34.com, 1-575-443-2501
SOURCE Alamogordo Financial Corp.


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posted @ Friday, June 13, 2014 1:40 PM

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